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Alternate Metal Virtual Ground EPROM array (AMG) is introduced as a new scaling concept. This array dramatically reduces cell size by making poly pitch the only limitation in both X and Y directions. The AMG concept scales cell size by sharing one metal line per two diffusion bit lines and relies on a segmentation scheme and fieldless array to achieve the poly pitch limited cell. The cell size in 0.8pm technology is 2 . 5 6~2 which is considerably smaller than standard EPROM cell in 0.6pm technology [1.2]. A major advantage of this array is reduction of drain turn-on induced punch through. This reduction allows scaling of effective channel length to as low as 0.25pm, resulting in high read current and fast programming time.