What is memory down? How can I use it in my platform? How do I design with it? If these are some of the questions you have when the term "Memory Down" comes up, then this paper may be for you. Since memory down is a solution often considered in the embedded market this paper will look at all the aspects of preparing for and designing a low power or scalable system with memory down instead of using the traditional memory connectors. Each level of a system design will be addressed in this paper.