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This paper presents the Video-Active RAM (VA-RAM) architecture for video coding applications. VA-RAM is a processor-in-memory architecture customized for video coding applications. The VA-RAM architecture has been used to implement several video coding algorithms. A prototype of the VA-RAM for block-based integer-pixel ME has been fabricated using the TSMC 0.18 um CMOS technology. The architecture uses 89,687 gates and 18,976 bits of on-chip memory. At a maximum clock frequency of 125 MHz, the fabricated chip is able to process 15 4CIF fps. It consumes 84.68 mW at 125 MHz and has core area of 2.9 mm2.