In this paper, the phase noise of a 24-MHz complimentary metal-oxide-semiconductor microelectromechanical systems (CMOS-MEMS) oscillator with zero-level vacuum package is studied. We characterize and analyze the nonlinear regime of each one of the modules that compose the oscillator (CMOS sustaining-amplifier and MEMS resonator). As we show, the presented resonator exhibits a high nonlinear behavior. Such a fact is exploited as a mechanism to stabilize the oscillation amplitude, allowing us to maintain the sustaining-amplifier working in the linear regime. Consequently, the nonlinear resonator becomes the main close-to-carrier phase noise source. The sustaining amplifier, which functions as a phase shifter, was developed such that MEMS operation point optimization could be achieved without an increase in circuitry modules. Therefore, the system saves on area and power, and is able to improve the phase noise 26 dBc/Hz (at 1-kHz carrier frequency offset).