In this investigation, a SiP (system-in-package) which consists of a very low-cost interposer with through-silicon holes (TSHs) and with chips on its top- and bottom-side (a real 3D IC integration) is studied. Emphasis is placed on the fabrication of a test vehicle to demonstrate the feasibility of this SiP technology. The design, materials, and process of the top-chip, bottom-chip, TSH interposer, and final assembly will be presented. Shock and thermal cycling tests will be preformed to demonstrate the integrity of the SiP structure.