A little over thirty years ago, a group of naval engineers were assembled by the Bureau of Ships to develop a new system approach to the combat information center (CIC). The CIC of World War II, with its “grease pencil” plots and voice telling of tactical information from sensors and other ships, could no longer provide the timely, coordinated reaction to postwar threats. This project group led the Navy into the new world of large-scale, high-speed digital electronics and into a new mode of conducting naval warfare as well. There were no off-the-shelf computers of the requisite capability, size and reliability; what were available were monstrous vacuum tube computers. There were no display equipments that were “conversant” in both the digital language of the computer and the analog language of the sensors and the weapon systems. Who ever heard, at that time, of a computer running a tactical communication net automatically? It was hard enough to find sufficient numbers of engineers who knew what a digital computer was. This paper, by three naval engineers in the implementing engineering office, depicts the evolvement of the Naval Tactical Data Systems (NTDS) as they saw it. It discusses the problems that stemmed from the transition from the old world of analog into the new digital world, the system concepts that steered the development; the key decisions that were made; new electronic equipment and processes that became necessary; and the need of the mangagement to face the real world of deadlines, ship schedules and operational requirements.