This planning grant serves to establish the basis for a new Industry/University Cooperative Research Center for Software-Intensive Ultra-Large-Scale Systems. This proposed center will initially comprise of five research sites, at the University of Virginia, Michigan State University, the University of California San Diego, Vanderbilt University and the University of Washington. The research focus of this proposed center is on software for complex systems. The Center will conduct basic and applied research in traditional and emerging areas of software theory and practice, including research at the intersection of computer science and other disciplines, to include economics, cognition and anthropology. The research will address important problems and opportunities in six key areas: software language, software analysis and synthesis, software design, trustworthy software, software infrastructure and sentient software.