A cockpit revolution is in the making. Many of the much ballyhooed, much promised, but little delivered technologies of the 70's and 80's will finally come of age in the 90's just in time to complement the data explosion coming from sensor and processor advances. Technologies such as helmet systems, large flat panel displays, speech recognition, color graphics, decision aiding and stereopsis, are simultaneously reaching technology maturities that promise big payoffs for the third generation cockpit and beyond. The first generation cockpit used round dials to help the pilot keep the airplane flying right side up. The second generation cockpits used multifunction displays and the HUD to interface the pilot with sensors and weapons. What might the third generation cockpit look like. How might it integrate many of these technologies to simplify the pilots life and most of all: what is the payoff. This paper will examine tactical cockpit problems, the technologies needed to solve them and recommend three generations of solutions.