A continuously variable transmission includes a power input driving a sun gear which in turn drives a plurality of planetary gears. Within each planetary gear is mounted an over-rolling clutch. The planet gear is free to rotate about its raceway in one direction and is locked from rotation in the opposite direction. The shaft mountings for each planetary gear are suitably journalled in a carrier ring rotatably mounted within the housing. An internal gear, integrally mounted within the output housing, meshes with the planetary gears and is driven by them. An eccentric system, comprised of two nested eccentrics within the housing and anchored to an axle, controls the degree of oscillation imparted to the planetary gear raceway shafts. The eccentric system is continuously positionable so as to increase the rotation of the input sun gear from a one-to-one ratio up to the maximum designed output. As the eccentricity is increased, the planetary gear system superimposes a pulse drive on the sun gear that exponentially multiplies the drive rotation rate. Thus, the output housing is driven at a greater rate of rotation than the planetary carrier. When the eccentrics are at the zero eccentricity position, the transmission operates as a direct drive with no internal gear motion.