  It is known that if we compactify D0-branes on a torus with constant B-field,
the resulting theory becomes SYM theory on a noncommutative dual torus. We
discuss the extension to the case of a H-field background. In the case of
constant H-field on a three-torus, we derive the constraints to realize this
compactification by considering the correspondence to string theory. We carry
out this work as a first step to examine the possibility to describe transverse
M5-branes in Matrix theory.
