Motion estimation (ME) is a key encoding component of almost all modern video coding standards. ME contributes significantly to video coding efficiency, but, it also consumes the most power of any component in a video encoder. In this paper, an ME processor with 3D stacked memory architecture is proposed to reduce memory and core power consumption. First, a memory die is designed and stacked with ME die. By adding face-to-face (F2F) pads and through-silicon-via (TSV) definitions, 2D electronic design automation (EDA) tools can be extended to support the proposed 3D stacking architecture. Moreover, a special memory controller is applied to control data transmission and timing between the memory die and the ME processor die. Finally, a 3D physical design is completed for the entire system. This design includes TSV/F2F placement, floor plan optimization, and power network generation. Compared to 2D technology, the number of input/output (IO) pins is reduced by 77%. After optimizing the floor plan of the processor die and memory die, the routing wire lengths are reduced by 13.4% and 50%, respectively. The stacking static random access memory contributes the most power reduction in this work. The simulation results show that the design can support real-time 720p @ 60 fps encoding at 8 MHz using less than 65 mW in power, which is much better compared to the state-of-the-art ME processor. key words: 3DIC design, motion estimation processor, low power design, memory stacking