Abstract. Software has become strategic to developing effective distributed real-time and embedded (DRE) systems. Next-generation DRE systems, such as total ship computing environments, coordinated unmanned air vehicle systems, and national missile defense, will use many geographically dispersed sensors, provide on-demand situational awareness and actuation capabilities for human operators, and respond flexibly to unanticipated run-time conditions. These DRE systems will also increasingly run unobtrusively and autonomously, shielding operators from unnecessary details, while communicating and responding to mission-critical information at an accelerated operational tempo. In such environments, it's hard to predict system configurations or workloads in advance. This paper describes the need for adaptive and reflective middleware systems (ARMS) to bridge the gap between application programs and the underlying operating systems and network protocol stacks in order to provide reusable services whose qualities are critical to DRE systems. ARMS middleware can adapt in response to dynamically changing conditions for the purpose of utilizing the available computer and network infrastructure to the highest degree possible in support of mission needs.