— In order for humanoid robots to perform skillful tasks, a reliable and scalable computing system that supports hard real-time processing is required. This paper describes a five-year project to thoroughly upgrade the current centralized computing system of HRP-2 series humanoid robot with a distributed system. Each processing node consists of a ULSI for fine grained multithreading and parallel computing. Responsive Link is used for real-time interconnection. A Linux-based new operating system is designed for the distributed real-time control of 30 processing nodes. Emphasis is placed on the scalability, real-time control, and reliability. Keywords- real-time processing, distributed processing, humanoid robot, scalable computinjg, real-time control, parallel processing, system-on-chip