A fully-voltage-controlled oscillator (VCO)-based continuous-time (CT) Delta-Sigma (ΔΣ) analogue-to-digital converter (ADC) is reported, implementing second-order noise shaping without any analogue integrators. Traditional power-hungry front-end analogue integrator is replaced by a highly-digital power-efficient VCO-based integrator, which is constructed by a VCO, a phase detector and a charge pump. The quantisation is executed by a VCO-based quantiser with intrinsic noise shaping. Taking advantage of the mostly-digital and high-order structure, a spurious-free dynamic range of 74 dB and a figure-of-merit of 52 fJ/step over a 40 MHz bandwidth are achieved by a 0-2 multi-stage shaping (MASH) demonstration in 40 nm CMOS.