International Telemetering Conference Proceedings / October 28-31, 1996 / Town and Country Hotel and Convention Center, San Diego, California / This paper reviews the performance requirements that provided the baseline for development of the onboard data system, RF transmission system, and ground segment receiving system of the Midcourse Space Experiment (MSX) spacecraft. The onboard Command and Data Handling (C&DH) System was designed to support the high data outputs of the three imaging sensor systems onboard the spacecraft and the requirement for large volumes of data storage. Because of the high data rates, it was necessary to construct a dedicated X-band ground receiver system at The Johns Hopkins University Applied Physics Laboratory (APL) and implement a tape recorder system for recording and downlinking sensor and spacecraft data. The system uses two onboard tape recorders to provide redundancy and backup capabilities. The storage capability of each tape recorder is 54 gigabits. The MSX C&DH System can record data at 25 Mbps or 5 Mbps. To meet the redundancy requirements of the high-priority experiments, the data can also be recorded in parallel on both tape recorders. To provide longer onboard recording, the data can also be recorded serially on the two recorders. The reproduce (playback) mode is at 25 Mbps. A unique requirement of the C&DH System is to multiplex and commutate the different output rates of the sensors and housekeeping signals into a common data stream for recording. The system also supports 1-Mbps real-time sensor data and 16-kbps real-time housekeeping data transmission to the dedicated ground site and through the U.S. Air Force Satellite Control Network ground stations. The primary ground receiving site for the telemetry is the MSX Tracking System (MTS) at APL. A dedicated 10-m X-band antenna is used to track the satellite during overhead passes and acquire the 25-Mbps telemetry downlinks, along with the 1-Mbps and 16-kbps real-time transmissions. This paper discusses some of the key technology trade-offs that were made in the design of the system to meet requirements for reliability, performance, and development schedule. It also presents some of the lessons learned during development and the impact these lessons will have on development of future systems.