Intended as a replacement for the Yak-38, it was designed as a supersonic fleet defence fighter capable of STOVL/VTOL operating from Soviet carriers.

The prototypes had a cockpit arrangement similar to that of the Yak-38M; the production aircraft were planned to be fitted with an entirely new digital system including a helmet-mounted sight.

[9][page needed] The wing was mounted high on the fuselage, and was foldable to allow for compact storage on board aircraft carriers.

The main engine was a Tumansky R-79V-300, while the lift jets were a pair of Rybinsk (RKBM) RD-41s, installed at an angle of 85° in the forwards fuselage behind the cockpit.

Eight flights from the ship were completed before 5 October, when following a hard landing a fuel tank ruptured, the aircraft catching fire and the pilot ejecting.