A direct tunneling memory (DTM) with ultra-thin tunnel oxide and depleted floating gate has been proposed for low power embedded RAM. To achieve excellent charge retention characteristics with ultra-thin tunnel oxide, floating gate depletion is adopted to utilize the band bending at the interface between floating gate and tunnel oxide in charge retention period. The depleted floating gate is also effective to suppress the degradation of program/erase speed caused by the gate re-oxidation process. These effects were evaluated by the device and process simulations and confirmed by the experimental data. As a consequence, both fast programming time and superior retention time have been achieved, which is a promising performance as a low power embedded RAM for system-on-a-chip (SoC) applications.