We propose a formulation of 11-dimensional M-theory in terms of five-b
ranes with closed strings on their world-volume, We use this descripti
on to construct the complete spectrum of BPS states in compactificatio
ns to six and five dimensions. We compute the degeneracy for fixed cha
rge and find it to be in accordance with U-duality (which in our formu
lation is manifest in six dimensions) and the statistical entropy form
ula of the corresponding black hole. We also briefly comment on the co
mpactification to four dimensions.