This paper presents a unique approach to membrane equipment procurement developed by the Minneapolis Water Works (MWW) and their consultant HDR Engineering, Inc., with primary subconsultants Malcolm Pirnie, Inc. and Separation Processes, Inc. A Peer Review Panel (PRP) was also formed to assist the MWW, as discussed later in the text. This approach has been implemented to procure the first 70-MGD of membrane equipment, at their Columbia Heights Filtration Plant, as part of MWW's overall 160-MGD membrane treatment project. Proposals for the initial 70-MGD of membrane equipment have been received and the membrane performance testing began in April 2001. The 160-MGD membrane project for the MWW was initiated in 1996 and incorporated a rigorous plan in both the technical and political arenas. In March of 2000 the MWW started the detailed procurement process for the initial 70-MGD of membranes. The unique procurement process has three primary components: determination of qualifications; performance testing; and bid evaluation. Each supplier that submits a proposal and is determined to meet the technical qualifications is required to participate in a nine-month performance-testingprogram. The details of the performance-testing protocol will be presented, as a poster, at the 2001 AWWA Annual Conference. After completion of the membrane performance testing, the bids will be evaluated and a successful bidderultimately selected. This unique approach will ensure that the MWW has procured the best performing qualifying membrane equipment at the lowest price. It was considered critical that suppliers not be aware of their competitors' bids duringthe performance-testing phase. The specifics on how this process was developed are presented in this paper. Includes tables.