The key to the success of existing and proposed future electronic systems is the effective management of thermal loads. Future electronics will have greatly increased gate densities and correspondingly increased thermal loads. Industry guidelines indicated that for current systems technology operated over military temperature ranges, an increase in electronics system reliability of up to 40% can be achieve with a 10 degree C reduction in junction temperature. This Phase II effort is directed towards the further development advanced organic matrix composites for use as thermal frames and constraining cores. In the Phase I effort, TTI successfully produced and tested organic matrix heatsink materials using Amoco's ultra-high thermal conductivity graphite fibers with both thermoplastic and thermoset matrices. Thermal conductivities in excess of 470 Watts/Meter degree K were measured. Having shown the feasibility of producing such high performance, light-weight, low CTE materials in Phase I, the Phase II effort will exploit these materials by working closely with leading electronics firms to design, fabricate and test advanced thermal frame and constraining core materials based upon the succecss of Phase I.