This paper presents an in-situ storage topology for ultra-high-speed burst mode imagers, enabling low noise operation while keeping a high frame depth. The proposed pixel architecture contains a 4T pinned photodiode, a correlated double sampling (CDS) amplification stage, and an in-situ memory bank. Focusing on the sampling noise, the system level trade-off of the proposed pixel architecture is discussed, showing its advantages on the noise, power, and scaling capability. Integrated with an AC coupling CDS stage, the amplification is obtained by exploiting the strong capacitance to the voltage relation of a single NMOS transistor. A comprehensive noise model is developed for optimizing the trade-off between the area and noise. As a proof-of-concept, a prototype imager with a 30 µm pixel pitch was fabricated in a CMOS 130 nm technology. A 108-cell memory bank is implemented allowing dense layout and parallel readout. Two types of CDS amplification stages were investigated. Despite the limited memory capacitance of 10 fF/cell, the photon transfer curves of both pixel types were measured over different operation speeds up to 20 Mfps showing a noise performance of 8.4 e - .