Abstract-In this paper, an Adaptive Delta-Sigma based architecture for High Dynamic Range (HDR) Focal Plane Arrays is presented. The noise shaping effect of the Delta-Sigma modulation in the low end, and the distortion noise induced in the high end of Photo-diode current were analyzed in detail. The proposed architecture can extend the DR for about 20N log 2 dB at the high end of Photo-diode current with an N bit UpDown counter. At the low end, it can compensate for the larger readout noise by employing Extended Counting. The Adaptive Delta-Sigma architecture employing a 4-bit Up-Down counter achieved about 160dB in the DR, with a Peak SNR (PSNR) of 80dB at the high end. Compared to the other HDR architectures, the Adaptive Delta-Sigma based architecture provides the widest DR with the best SNR performance in the extended range.