USp(2k) Matrix Model: F Theory Connection

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.