The 21264 is the third generation Alpha microprocessor from Compaq Computer (formerly Digital Equipment) Corporation. This microprocessor achieves the industry-leading performance levels of 30+ Specint95 and 50+ Specfp95. In addition to the aggressive 600 MHz cycle time in a 0.35 um CMOS process, there are also many architectural features that enable the outstanding performance level of the 21264. This paper discusses many of these architectural techniques, which include an out-of-order and speculative execution pipeline coupled with a high-performance memory system.