A phase modulator for use in a two-oscillator phase noise measurement sys is placed in the line from either the reference oscillator or the device under test. The phase modulator couples a small portion of the input signal to an amplitude modulator and phase shifter to shift the small signal by exactly 90 degrees. The small signal portion is then coupled back into the input signal such that small variations in the coupled signal result in phase modulation and not amplitude modulation which would undermine the calibration of the instrument. The phase modulator described can also be used with known devices of many types to correct the added phase noise of components, e.g., power amplifiers. The phase modulator, when used with a given fixed or variable frequency source, also forms a frequency calibration standard in a single portable instrument.