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This paper describes the design of the computer seen by a machine-language programmer in a time-sharing system developed at the University of California at Berkeley. Some of the instructions in this machine are executed by the hardware, and some are implemented by software. The user, however, thinks of them all as part of his machine, a machine having extensive and unusual capabilities, many of which might be part of the hard-ware of a (considerably more expensive) computer. Among the important features of the machine are the arithmetic and string manipulation instructions, the very general memory allocation and configuration mechanism, and the multiple processes which can be created by the program. Facilities are provided for communication among these processes and for the control of exceptional conditions. The input-output system is capable of handling all of the peripheral equipment in a uniform and convenient manner through files having symbolic names. Programs can access files belonging to a number of people, but each person can protect his own files from unauthorized access by others. Some mention is made at various points of the techniques of implementation, but the main emphasis is on the appearance of the user's machine.