Matrix Theory in a Constant C Field Background

D0-branes moving in a constant antisymmetric C field are found to be described by quantum mechanics of the supersymmetric matrix model with a similarity transformation. Sometimes this similarity transformation is singular or ill-defined and cannot be ignored. As an example, when there are non-vanishing C_{-ij} components, we obtain the theory for Dp-branes which is effectively the noncommutative super Yang-Mills theory. We also briefly discuss the effects of other non-vanishing components such as C_{+ij} and C_{ijk}.