  The general structure of the matter Kahler metric in the $\kappa^{2/3}$
expansion of Horava-Witten M-theory with nonstandard embeddings is examined. It
is shown that phenomenological models based on this structure can lead to
Yukawa and V$_{\rm CKM}$ hierarchies (consistent with all data) without
introducing ad hoc small parameters if the 5-branes lie near the distant
orbifold plane and the instanton charges of the physical plane vanish. M-theory
thus offers an alternate way of describing these hierarchies, different from
the conventional models of Yukawa textures.
