This paper reports on the design and development of custom animation software to enhance comprehension and design of micro-processing systems. The purpose of the custom software is to be used as a tool for teaching second/third year undergraduate computer/electrical engineering students the basic concepts surrounding microinstruction based microprocessors and systems. The tool enhances comprehension through a visual depiction of the structure and operation of a basic micro-instruction based microprocessor with memory. The control vector and control memory are visualized along with graphical methods of visually displaying the internal control of every device within the micro-processor and attached memory. The tool animates the sequence of micro-instructions of a given instruction by showing address and data transmission and paths juxtaposed against an animated clock. Effective use of the “water flowing through pipes” analogy enhances comprehension and visualization. In addition the tool facilitates the design of micro-instruction based microprocessors by allowing students to create and/or modify microinstructions and create and/or modify macro-instructions. The tool speeds student learning and allows for more complex topics to be taught in the same semester.