THIS PAPER PROVIDES AN IN-DEPTH REVIEW OF THE ENGINEERING ANALYSIS REQUIRED TO DESIGN AND IMPLEMENT A SUCCESSFUL MANUFACTURING CELL, IN THE FORM OF A CASE STUDY. WATERVLIET ARSENAL HAS JUST COMPLETED THE INSTALLATION OF A SMALL WORK CELL WHICH WILL BE UTILIZED THROUGHOUT THIS CASE STUDY TO ILLUSTRATE A NUMBER OF KEY MANUFACTURING CONCEPTS. THIS PAPER ADDRESSES VARIOUS ENGINEERING AND ANALYSIS METHODS USED TO DETERMINE A COMBINATION OF PROPER MACHINE TOOL CHARACTERISTICS, PROCESS FLOW, PHYSICAL RESOURCE LAYOUTS, LEVELS OF AUTOMATION, AND HUMAN RESOURCE MANAGEMENT ISSUES. TOPICAL AREAS DISCUSSED WITHIN THE CONTEXT WILL ADDRESS THE CONCEPTS AND THEORIES OF FLEXIBLE MANUFACTURING CELLS, GROUP TECHNOLOGY, PROCESS FLOWLINES, CAPITAL BUDGETING AND SOCIOTECHNICAL WORK DESIGNS. ACHIEVED OBJECTIVES OF REDUCED MANUFACTURING COSTS, HIGHER PRODUCT QULAITY, AND INCREASED PRODUCT THROUGHPUT WILL BE