We construct compact examples of D-manifolds for type IIB strings. The
construction has a natural interpretation in terms of compactificatio
n of a 12-dimensional 'F-theory'. We provide evidence for a more natur
al reformulation of type IIB theory in terms of F-theory. Compactifica
tion of M-theory on a manifold K which admits elliptic fibration is eq
uivalent to compactification of F-theory on K x S-1. A large class of
N = 1 theories in 6 dimensions are obtained by compactification of F-t
heory on Calabi-Yau threefolds. A class of phenomenologically promisin
g compactifications of F-theory is on Spin(7) holonomy manifolds down
to 4 dimensions. This may provide a concrete realization of Witten's p
roposal for solving the cosmological constant problem in four dimensio
ns.