Abstract: A motion base for use in a simulator system is characterized by three degrees of freedom and improved compliance characteristics. The motion base has a plurality of nested perimeter frames, some of whose members attached by means of a motice and tenon design. Motion is accomplished by means of displaceable actuators arranged in a substantially orthogonal relationship with a vertical and one horizontal actuator mounted within the motion base perimeter. The actuators have either 2 DOF mounts or spherical bearings to allow for slight off axis motion relative to the frame member. The present system has compact dimensions and minimize loads impressed to motion base bearings; thereby allowing the present system to be incorporated into existing commercial structures with minimal modification.