The use of high dielectric constant materials in semiconductor integrated circuits is greatly expanded due to their obvious advantage of providing higher capacitance per unit area compared to the more conventional silicon oxide/silicon nitride capacitors. There are at least three general areas where these are needed: 1) DRAM memory cells, 2) smart card storage capacitors and 3) decoupling capacitors. In Phase I we took the general approach of developing a capacitor that was not specific to the application. In this proposal the application has been narrowed to the development of an integrated decoupling capacitor. In order to accomplish this we have received support from three semiconductor companies : Atmel, EM Microelectronics and Vitesse. They will supply us with finished wafers, which we will then use to demonstrate our technology. In the case of the first two companies these will be silicon wafers, while the third application will be on GaAs. At the end of the program we will produce a finished product with integrated decoupling capacitors