The benefits and challenges of highly parallel array coils for head imaging were investigated through the development of a 3T receive-only phased-array head coil with 96 receive elements constructed on a close-fitting helmet-shaped former. We evaluated several designs for the coil elements and matching circuitry, with particular attention to sources of signal-to-noise ratio (SNR) loss, including various sources of coil loading and coupling between the array elements. The SNR and noise amplification (g-factor) in accelerated imaging were quantitatively evaluated in phantom and human imaging and compared to a 32-channel array built on an identical helmet-shaped former and to a larger commercial 12-channel head coil. The 96-channel coil provided substantial SNR gains in the distal cortex compared to the 12- and 32-channel coils. The central SNR for the 96-channel coil was similar to the 32-channel coil for optimum SNR combination and 20% lower for root-sum-of-squares combination. There was a significant reduction in the maximum g-factor for 96 channels compared to 32; for example, the 96-channel maximum g-factor was 65% of the 32-channel value for acceleration rate 4. The performance of the array is demonstrated in highly accelerated brain images.