Recently, there has been more emphasis on a system-on-a-chip (SOC) to integrate logic, analog functions, volatile and non-volatile memory onto a single chip. In order to overcome limitations of conventional floating gate non-volatile memory devices, we are proposing the non-volatile memory elements based on silicon nanocrystals. The silicon nanocrystals will be fabricated in the gate oxide of the conventional complementary metal oxide semiconductor ( CMOS) field effect transistors by ion implantation. The implanted silicon ions will be recrystallized by furnace and rapid thermal annealing. The resulting memory element expected to program at lower voltages with better endurance and retention. In the Phase II project, we are going to optimize the nanocrystal based non-volatile memory technology and implement it in conventional deep submicron CMOS VLSI and ULSI process.