Surface-modified nanocrystalline US has been integrated in amorphous BaTiO3 films by a dip-coating process. The films were characterized by X-ray photoelectron spectra and transmission electron microscopy technique. The thin films exhibited unique absorption edge blue-shift with the increase of heat-treatment temperature due to the dielectric confinement in BaTiO3 matrix and the thermal expansion mismatch between the semiconductor quantum dots and the host matrix. The strong fluorescence of US quantum dots at room temperature has been observed and is mainly attributed to the band-edge transition of US quantum dots. The composite films also exhibit ultra-fast non-linear response and high non-resonant, third-order optical non-linearities. (C) 2003 Elsevier Science B.V. All rights reserved.