Conventional airplane control is achieved by aerodynamic control surfaces by generating moments around all the three axes of the aircraft. Deflections of the control surfaces have some disadvantages such as induced drag, increase in radar signature, and exposure to high temperature in high speed applications. As an alternative moment generation mechanism, prior research proposed internal mass-actuation, which is to generate gravitational moment by changing the center of gravity of the aircraft through motion of internal masses within the aircraft. Prior research investigated the feasibility and benefit of internal mass-actuation in airplane control based on simulation analysis. The main focus of this research is to design, build and flight test a UAV (Unmanned Aerial Vehicle) with internal mass-actuation, as a proof-of-concept.Specifically, this effort has built and flight tested a small electric powered UAV with an internal mass within each wing to generate rolling moment instead of aerodynamic rolling moment by ailerons. The internal structure of each wing is specifically designed to place a linear electric actuator that moves the internal mass. The aircraft is also equipped with all three conventional control surfaces. Most parts of the airplane were laser cut based on 3D CAD designs. The airplane is also equipped with a data acv quisition system to record flight data during the flight test. The RC (radio control) transmitter is programmed to switch between aileron-actuation and mass-actuation. During test flights, an RC operator flew the airplane to a steady level flight at a safe altitude, and then switch to mass-actuation and put the airplane in steady-turn. The flight tests has successfully demonstrated the feasibility of flying the airplane with mass-actuation instead of ailerons. viTABLE OF CONTENTS