Operating System design has moved from monolithic systems such as UNIX, where all system services are implemented in a single kernel, to microkernel designs where the majority of system services are conducted in user space. A recent trend in operating system design has been to use architectural models based upon the object-oriented paradigms. This approach promotes the modelling of system resources and resource management as an organized collection of objects in such a way that the mechanisms, policites, algorithms, and data representations of the operating system are suitably encapsulated by the objects. Much of the research in this area to date has concentrated on the uses and benefits of object-oriented operating systems m the distributed systems arena. Similarly, almost all of these systems have been designed from the ground-up. I beheve that the progression towards object-oriented operating systems is likely to involve current operating systems incorporating and assimilating object-oriented features into their existing designs in a gradual manner, rather than an overnight switch to a new technology. In this light, the purpose of my thesis is to take an existing operating system and to propose a design which would migrate the original operating systems' facilities and features to an object-oriented paradigm. This thesis also evaluates the advantages and disadvantages of such a design over the existing one. Finally, future enhancements and directions are proposed based on the new operating system design.