ARM microprocessor is one of the CPU most extensively applied to electronic products in the market, with the advantages of high efficiency, low power consumption, and low cost. The purpose of this thesis is to design and implement an ARM10-like microprocessor SYS32TME-III, it is based on the frame of 32-bits RISC architecture of ARM10, and to analyze the character of derivative architecture on RTL design with the point of view between the process of the design and implementation. For design strategy, speed 200MHz is the goal, and performance-optimized is the main point. Then, improve the mechanisms of adopting instruction pre-fetch, branch prediction, parallel execution, executive path of instruction and operation unit, and compare its results, probe into what¡¦s learning from the design.