This journal presents a new high dynamic range ROIC with smart pixel which consists of two pre-amplifiers that are controlled by a circuit inside the pixel. Each pixel automatically decides which pre-amplifier is used according to the incoming illumination level. Instead of using single pre-amplifier, two input pre-amplifiers, which are optimized for different signal levels, are placed inside each pixel. The smart circuit mechanism, which decides the best input circuit according to the incoming light level, is also designed for each pixel. In short, an individual pixel has the ability to select the best input amplifier circuit that performs the best/highest SNR for the incoming signal level. A 32 × 32 ROIC prototype chip is designed to demonstrate the concept in 0.18 m CMOS technology. The prototype is optimized for NIR and SWIR bands. Instead of a detector, process variation optimized current sources are placed inside the ROIC. The chip achieves minimum 8.6 input referred noise and 98.9 dB dynamic range. It has the highest dynamic range in the literature in terms of analog ROICs for SWIR band. It is operating in room temperature and power consumption is 2.8 W per pixel.