Abstract: We propose an inflationary scenario, M-flation, in which inflation is driven by three NXN Hermitian matrices Phi_i, i=1,2,3. The inflationary potential of our model in the most general form involves a commutator squared term, a cubic term involving product of a commutator with the field and a quadratic ``mass'' term. This class of potentials are strongly motivated by string theory. We show that one can consistently restrict the classical dynamics to a sector in which the Phi_i are proportional to the NXN irreducible representation of SU(2). In this sector our model effectively behaves as an N-flation with order N^2 number of fields, and therefore remove the fine-tunings associated with super-Planckian field and/or unnaturally small couplings in the chaotic type inflationry scenarios. Due to the matrix nature of the scalars 3N^2-1$ other scalar fields also affect the inflationary dynamics. These have the observational effects such as production of entropy (non-adiabatic) perturbations on cosmic microwave background. Moreover, the existence of these other scalars provides us with a natural preheating model for our setup.<br>