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In this work we present a design of a massively-parallel cellular processor array implemented in 3D CMOS technology. The proof of concept 128×96 array device is partitioned across two custom designed layers. Additionally, three layers of DDR memory are vertically stacked and bonded underneath. The processor benefits from 358Gbit/s data rate between memory and array, as well as from high logic density, thanks to improved routing across silicon layers with Trough Silicon Vias (TSVs).