Bucknell University will significantly improve the Computer Science Department's ability to provide an environment for student and faculty/student projects by purchasing a micro-computer based system running UNIX. The system consists of a Sun Microsystems 3/160S server and three Sun 3/50M workstations, together with a large disk and other peripherals. This equipment will be used in a project involving students and faculty to develop a Virtual Machine Operating Environment (VMOE). The VMOE will be used in core courses as the basis for examples, by students in project-based elective courses and for independent student projects where the interactions of hardware and system software is the crucial issue. The system will be transportable to other institutions wishing to take advantage of the instructional benefits of the VMOE.