Digital control and specially adaptive control is difficult to implement for very high-bandwidth servo-loop because of the extremely high data rates involved. To reduce the computational burden, the usual compromising solution is to use reduced order models for the plant and then reduce the closed-loop system's bandwidth. Addmaster's report submitted to the navy under a Phase I SBIR proposed new architecture for digital controllers which can support the data rates now present and expected in high-bandwidth adaptive servo-loops. The processing requirements are distributed among an array of intelligent modules, each of which is capable of semi-autonomous operation. A microprocessor based supervisor administers and monitors the computational tasks of the distributed processors. The Phase I report the conceptual design of the distributed processing modules, its software requirements, and demonstrations of its computational throughput. Anticipated Phase II results are a completed prototype (hardware, software, and software tools) of a digital controller capable of high-bandwidth adaptive control.