Payload Systems Inc. and the MIT Space Systems Laboratory propose Self-assembling, Wireless, Autonomous, Reconfigurable Modules (SWARM) as an innovative approach to modular fabrication and in-space robotic assembly of large scale systems. Fabrication of modular components yields fabrication savings associated with large production volume and automated integration and test. In-space assembly permits staged deployment on an as-needed, as-afforded basis. It also decouples stowed launch geometry from deployed operational geometry. The SWARM concept uses formation flown spacecraft, containing multiple universal docking ports, to dock with modular elements and maneuver them to dock with other, similar elements. In the process, systems can be assembled that are much larger than what can be fit or folded into a launch vehicle fairing, or what can be launched on a single vehicle. Furthermore, such modularity will allow jettison of failed components, upgrade of obsolete technology, and amortization of design costs across multiple missions. In Phase I, we demonstrated the feasibility of this approach for a simplified telescope assembly on the flat-floor at MSFC. In Phase II, we will develop the hardware and software elements necessary to demonstrate, on a flat-floor, the modular assembly and reconfiguration of systems representative of trans-planetary spacecraft and large telescope assembly.