  We present a zero dimensional matrix model based on $USp(2k)$ with
supermultiplets in symmetric, antisymmetric and fundamental representations.
The four dimensional compactification of this model naturally captures the
exact results of Sen \cite{Sen} in $F$ theory. Eight dynamical and eight
kinematical supercharges are found, which is required for critical string
interpretation. Classical vacuum has ten coordinates and is equipped with
orbifold structure. We clarify the issue of spacetime dimensions which $F$
theory represented by this matrix model produces.
