We have developed focal-plane arrays and laser-radar (ladar) imaging systems based on Geiger-mode avalanche photodiodes (APDs) integrated with high-speed all-digital CMOS timing circuits. A Geiger-mode APD produces a digital pulse upon detection of a single photon. This pulse is used to stop a fast digital counter in the pixel circuit, thereby measuring photon arrival time. This "photon-to-digital conversion" yields quantum-limited sensitivity and noiseless readout, enabling high-performance ladar systems. Previously reported focal planes, based on bump bonding or epoxy bonding the APDs to foundry chips, had coarse (100um) pixel spacing and 0.5ns timing quantization.