A number of interesting demonstrations of circular and satellite motion have been described in this journal. This paper presents a variation of a centripetal force apparatus found in G.D. Freier and F.J. Anderson's "A Demonstration Handbook for Physics," which has been modified in order to demonstrate both centripetal force and satellite motion. Nice discussions of satellite motion may be found in a number of textbooks. The following is a description of how to construct the apparatus and some suggested experiments.