A 90-nm CMOS motion estimation (ME) processor was developed by employing dynamic voltage and frequency scaling (DVFS) to greatly reduce the dynamic power. To make full use of the advantages of DVTS, a fast ME algorithm and a small on-chip DC/DC converter were also developed. The fast ME algorithm can adaptively predict the optimum supply voltage (Vd) and the optimum clock frequency (fc.) before each block matching process stalls. Power dissipation of the MK processor, which contained an absolute difference accumulator as well as the on-chip DC/DC converter and DVFS controller, was reduced to 29.1 muW, which was only 3% that of a conventional ME processor.