Summary: This paper describes an ultra low power, motion estimation (ME) processor for MPEG2 HDTV resolution video. It adopts a Gradient Descent Search (GDS) algorithm that drastically reduces required computational power to 6 GOPS. A SIMD datapath architecture optimized for the GDS algorithm decreases the clock frequency and operating voltage. A low power 3-port SRAM with a write-disturb-free cell array arrangement is newly designed for image data caches of the processor. The proposed ME processor contains 7-M transistors, integrated in 4.50 mm 3.35 mm area using 0.13 µm CMOS technology. Estimated power consumption is less than 100 mW at 81 MHz@1.0 V. The processor is applicable to a portable HDTV system.