In January 1996, the Flare Genesis Experiment was carried for 19 days by a 29.4 M cu. ft helium-filled balloon in the stratosphere above Antarctica, during which over 14000 images of the Sun were recorded. Long-duration ballooning provides a relatively inexpensive means to observe the Sun under near-space conditions and to develop instrumentation and techniques that will be used on future solar space missions. The purpose of the flight was to improve understanding of the mechanisms involved in many different types of solar activity, particularly flares and solar filament eruptions. Achieving this goal demanded the development of a platform for an 80-cm F/1.5 optical telescope that would be stable to 10 arcseconds. In addition, we developed an image motion compensation system capable of holding the Sun’s image to better than the system’s 0.2 arcsecond diffraction limit. Other key elements on board included a lithium-niobate Fabry-Perot etalon filter to provide a tunable 0.016-nm bandpass over a wide wavelength range, a fast 1534 X 1024-pixel Kodak CCD camera, and 180 GBytes of on-board storage. There was also a system for sending commands and receiving telemetry and a high-speed downlink for sending images during periods when the payload was in line of sight of the ground station. On- board computers provided a command and control system capable of near-autonomous operation. During most of the flight, contact with the payload was sporadic, so operation was primarily under autonomous control.