This report describes the design and operation of an Automated Storage and Retrieval System (AS/RS) to serve the Flexible Manufacturing and Assembly System (FMAS) in the Manufacturing Systems Laboratory at Virginia Tech. The system requirements of the AS/RS, justification of design choices, and the proposed modes of operating the system are described. The AS/RS was designed to automatically move material on pallets between the storage racks in the laboratory to the FMAS conveyor interface. The system was designed and built, and has been tested to perform the desired operating functions. The scope of this project was limited to designing and installing the hardware component of the AS/RS, and testing it to ensure that it will satisfy the system requirements of the FMAS. The educational objective of the project is to enable fully automated control of all cell activities via the FMAS Computer Network. / Master of Science