Over the next quarter century, water utilities in the United States will face a number of developments that will put pressure on their resources, spur them to develop alternative supplies, and necessitate new approaches to how they conduct business. This article, the second in a series, highlights two of these trends - population growth and climate change. The US population is predicted to reach 419 million by the year 2050, an increase of 50%. Water demands will skyrocket, stressing limited resources and requiring development of alternative sources. Furthermore, much of this population growth will take place in regions already coping with water supply constraints. In addition, the population is aging, becoming more diverse in its ethnic makeup, and attaining higher levels of education - all factors that will affect how utilities communicate with their customers. The next 25 years will also bring climate change that will further test utilities. Wet years are likely to become wetter, and drought years more severe. Changes in flow patterns and stream levels could cause turbidity spikes and increases in contaminant concentrations that threaten regulatory compliance. Total water management offers an approach that can equip utilities to handle both expected developments and unpredictable events. Rather than tackle issues on a local level, total water management encourages a more expansive worldview as well as cooperation and communication among communities, regulators, and institutions. Conservation, new technologies, and integrated resources planning - all hallmarks of total water management - will also assist water providers in meeting the challenges of growing demand and climate shifts. Includes 14 references, figures.