A CMOS image sensor with deep sub-electron read noise and high pixel conversion gain has been developed. Its performance is recognized through image outputs from an area image sensor, confirming the capability of photoelectroncounting- level imaging. To achieve high conversion gain, the proposed pixel has special structures to reduce the parasitic capacitances around FD node. As a result, the pixel conversion gain is increased due to the optimized FD node capacitance, and the noise performance is also improved by removing two noise sources from power supply. For the first time, high contrast images from the reset-gate-less CMOS image sensor, with less than 0.3e− rms noise level, have been generated at an extremely low light level of a few electrons per pixel. In addition, the photon-counting capability of the developed CMOS imager is demonstrated by a measurement, photoelectron-counting histogram (PCH).