This proposal was submitted in response to the solicitation NSF 01-65 on "Ultra-High Capacity Optical Communications and Networking." Ultra-fast optical packet communications, with packet bit rates exceeding 160 Gbps, is a key next step in the evolution of ultra-high capacity optical networks. Ultra high bit rate packet communications is a regime difficult to implement electronically. Photonic technologies hold promise to realize these high bandwidth systems, but integration of photonic technologies severely limits the ability to realize high density circuits comparable to that of electronics. New technologies are required to bring photonics through the same level of integration that electronics experienced in the 1960s and 70s. This program will address nano-photonic integration of the building blocks for ultra-high capacity optical communications systems and networks with smaller, integrable components. The research objectives are to investigate nano-technologies that extend optical scaling to bit rates in excess of 160 Gbps and hundreds to thousands of wavelengths. The proposed project will also address how the physics and materials of nano-photonic devices and the nonlinear dynamics and control are coupled to each other and to the systems requirements. This interdisciplinary approach is carried across the research and educational/training aspects of this program. The design, performance, processing, fabrication and integration of these technologies must be understood and a new generation of scientists and engineers to lead and support this new technology base must be trained. This proposal brings together researchers from multiple fields under the common goal of nano-photonic integration for ultra-high speed WDM optical communications systems. New critical problems will be solved by integrating research in optical networks and communications with nano-photonic devices and materials and nonlinear dynamics and controls. The educational objectives involve integrating student education that incorporates material growth, device fabrication, control theory and systems. Students will take joint, team-based responsibility for mentoring undergraduate students - giving those students a truly unique perspective on a real, exciting and technologically critical problem. We expect that this dynamic, multidisciplinary research program will attract a diverse set of graduate students from underrepresented groups, and these large scale photonic integration investigations will help train a new generation of scientists and engineers that will be needed over the next five to ten years to support future ultra-high capacity optical communications networks. The potential impact of this type of research can be as fundamental as that which occurred in the electronics industry in the late 1950s through the early 1970s.