For any rank r oriented matroid M , a construction is given of a "topological representation" of M by an arrangement of homotopy spheres in a simplicial complex which is homotopy equivalent to S r−1 . The construction is completely explicit and depends only on a choice of maximal flag in M . If M is orientable, then all Folkman-Lawrence representations of all orientations of M embed in this representation in a homotopically nice way.A fundamental result in oriented matroid theory is the Topological Representation Theorem ([FL78]), which says that every rank r oriented matroid can be represented by an arrangement of oriented pseudospheres in S r−1 . In [Swa03] Swartz made the startling discovery that any rank r matroid can be represented by an arrangement of homotopy spheres in a (r − 1)-dimensional CW complex homotopic to S r−1 . The representation is far from canonical: it depends on, among other things, a choice of tree for each rank 2 contraction and choices of cells glued in to kill off homotopy groups.The present paper, inspired by Swartz's work, gives a topological representation of any rank r matroid by an arrangement of homotopy spheres in a simplicial complex which is homotopy equivalent to S r−1 . The construction is completely explicit and depends only on a choice of maximal flag. For oriented matroids, there is a nice homotopy relationship between this representation and the representation given by the Topological Representation Theorem of Folkman and Lawrence.