Proximity operations (Prox-Ops) on-orbit refers to all activities taking place within one km of the Space Station. Designing a Prox-Ops control station calls for a comprehensive systems approach which takes into account, structural constraints, orbital dynamics including approach/departure flight paths, myriad human factors, and other topics. This paper describes a reconfigurable full-scale mock-up of a Prox-Ops station constructed at Ames incorporating an array of windows (with dynamic star field, target vehicle(s), and head-up symbology), head-down perspective display of manned and unmanned vehicles, voice- actuated “electronic checklist”, computer-generated voice system, expert system (to help diagnose sub-system malfunctions), and other displays and controls. The facility is used for demonstrations of selected Prox-Ops approach scenarios, human factors research (work-load assessment, determining external vision envelope requirements, head-down and head-up symbology design, voice synthesis and recognition research, etc.) and development of engineering design guidelines for future module interiors.