This Small Business Innovation Research Phase I project seeks to develop a Neuromorphic Read-Out Integrated Circuit (Neu-ROIC) that will have in-pixel neuromorphic processing and image capturing capabilities. These enable object detection and recognition on-board, allowing less data to transmit to remote or ground station from space. The proposed Neu-ROIC will have substantially high well capacity for high dynamic range and also in-pixel digital conversion capability, high sensitivity for low detector current, integration times from hundreds of microseconds to tens of millisecond, and high temperature operation possibly enabling to replace cryogenic cooling by thermo-electric cooler, and support for both advanced mid-wave infrared (MWIR) and long wave infrared (LWIR) Image Sensors for NASA applications. During Phase I, the Neu-ROIC architecture will be identified, and its configuration will be simulated and designed and demonstrated. The work done in Phase I through simulations, design and demonstration will be extended for full-developed of test chip and its fabrication in Phase II during which the Neu-ROIC will be demonstrated with an IR sensor. Potential NASA Applications (Limit 1500 characters, approximately 150 words) ESTO SLIT-15, Long Wavelength Infrared Image Sensor for Land Imaging, ESTO ACT-17, Very Long Wavelength Infrared Image Sensor for Earth Science Applications, ESTO ACT-QRS-17, Image Sensor for Earth Radiation Budget Instruments, ESTO InVEST-15, Compact Infrared Radiometer in Space, and ESTO IIP-16, Compact Midwave Imaging System. Surface Biology and Geology (SBG) Designated Observable, Planetary Missions, NASA/USGS Sustainable Land Imaging Technology (SLIT) program for new LandSat-10 instruments, sensors, components, and measurement concepts Potential Non-NASA Applications (Limit 1500 characters, approximately 150 words) Security and surveillance, biometrics, machine vision, Agricultural, Traffic, Fire Monitoring, automotive, robotics, Earth observation, remote sensing, and Scientific Imaging. Soldier helmet cams, small UAV cameras, Next Generation Combat Vehicle, Future Vertical Lift, and autonomous military vehicles. Additionally, night vision, surveillance platforms, border patrol, and firefighting.