The University of North Carolina Computer Science Department is undertaking the development of a prototyping capability for complete systems: chips, architectures, hardware integration, operating systems, compilers, application software, and user interfaces. The development of this capability will be done in such a way that it can be transplanted to other locations, thereby creating the possibility of a decentralized national capability for experimental computer systems research. The development of the systems prototyping capability will be structured around seven shared laboratories: the Micrelectronics Design Laboratory, the Microelectronic Systems Laboratory, the Software Systems Laboratory, the Graphics and Image Laboratory, the Natural Language and Text Laboratory, the Communications Facility/Research Laboratory, and the Computer Facilities. A previous CER grant provided support to improve the Computer Facilities, to build up the Microelectronic Systems Laboratory, and to modernize the Graphics and Image Laboratory. The current award will be for development of the Software Systems Laboratory, enlargement of the Microelectronic Systems Laboratory, modernization of the Microelectronics Design Laboratory and expansion of the Computer Facilities and of a prototype of a new type of low-cost inter-university network.