Abstract. We introduce a class of multidimensional linear systems with evolution along a free semigroup. The transfer function for such a system is a formal power series in noncommuting indeterminates. Standard system-theoretic properties (the operations of cascade/parallel connection and inversion, controllability, observability, Kalman decomposition, state-space similarity theorem, minimal state-space realizations, Hankel operators, realization theory) are developed for this class of systems. We also draw out the connections with the much earlier studied theory of rational and recognizable formal power series. Applications include linear-fractional models for classical discretetime systems with structured, time-varying uncertainty, dimensionless formulas in robust control, multiscale systems and automata theory, and the theory of formal languages.Key words. multidimensional linear systems, free semigroup, controllability, observability, minimality, realization, formal power series, noncommuting indeterminates AMS subject classifications. 93B10, 13F25, 47A56, 93B28 DOI. 10.1137/S03630129044437501. Introduction. This paper considers extensions of standard system-theoretic ideas for classical, discrete-time, input/state/output linear systems to the case of certain types of generalized i/s/o systems having evolution along a free semigroup (in place of evolution along the nonnegative integers, as in the classical case). One can introduce formal frequency-domain techniques and arrive at a transfer function for such a system which is a formal power series in noncommuting variables; such objects have occurred in the context of the theory of formal languages and automata theory as well as in connection with realization theory for bilinear systems in the work of Schützenberger and Fliess (see [37,38,39,20,21,22,23] and the book [15] for a good survey).We first review those aspects of the classical theory which we here generalize to the setting of systems evolving on a free semigroup; this material can be found in many books on linear system and control theory (see, e.g., [32,16]). By a classical, discrete-time, i/s/o linear system (referred to here simply as a linear system for short) we mean a system Σ of linear equations of the form