Today's wide variety of computing devices oer a large range of resource availability. These resources include CPU speed, bandwidth, and memory. Workstations and PCs typically are rich in resources, whereas palmtop devices are generally quite limited. This disparity oers challenges to integrating these heterogeneous devices into a single distributed system. Services must be available to each device, but it may be necessary to modify certain services if the connected device does not have the required resources to support them. Proxies may be introduced into the system to o-load computations that would preclude certain services to resource-deprived devices. We have implemented one such proxy that enables the viewing of live MPEG video on the 3Com PalmPilot. The proxy is able to transform the video feed on-the-y, removing extraneous information, thereby reducing CPU and memory requirements and allowing palm devices to participate in video sessions. This paper discusses the design and p..