The physical phenomena which will ultimately limit MOS circuit miniaturization are considered. It is found that the minimum MOS transistor size is determined by gate oxide breakdown and drain-source punch-through. Other factors which limit device size are drain-substrate breakdown, drain ‘corner’ breakdown and substrate doping fluctuations. However these limitations are less severe than the oxide breakdown limitation mentioned above. Power dissipation and metal migration limit the frequency and/or packing density of fully dynamic and of complementary MOS circuits. In static non-complementary circuits, power dissipation is the principal limitation of the number of circuit functions per chip. The channel length of a minimum size MOS transistor is a factor of 10 smaller than that of the smallest present day devices. The tolerances required to manufacture such a transistor are compatible with electron beam masking techniques. It is thus possible to envision fully dynamic silicon chips with up to 10⁷–10⁸ MOS transistors per cm².