CDM has been assisting the Public Works Commission (PWC) of the City of Fayetteville, North Carolina in the planning and design of their water distribution infrastructure for more than 10 years. Over the past few years, PWC has received discolored water complaints from the Vanstory Hills, Montclair, and Haymont areas during the warmer weather months (generally starting Memorial Day weekend). In early May 2001, PWC received an extremely high number of discolored water complaints in these areas leading PWC to authorize CDM to conduct a discolored water evaluation to identify the potential causes of the discolored water events. The evaluation identified three contributing factors: deterioration of unlined cast iron pipe, a major source of color-causing material; and, pump operational impacts. In order to address these causative factors and to assist PWC in their mission to provide the highest level of water quality and customer service, and to prudently manage their investment in water distribution infrastructure, CDM recommended that the following three tasks: define the existing flushing program; develop a predictive maintenance program for scheduling replacement and maintenance of water distribution pipe; and, develop pumping sequence strategies at the School Road re-pump facility that provide gradual flow changes and reduces transients/surges in the western portion of the distribution system. These tasks evolved into a distribution maintenance development project involving two phases. The primary objectives of Phase I were to minimize future discolored water complaints in the Vanstory Hills, Montclair, and Haymont areas by improving the flushing program and determining the most effective method to operate the School Road re-pump facility and WTF high service pumps in order to minimize the potential for discolored water. This paper describes the enhanced UDF program and its results. Phase II will expand refinement of the flushing program to all areas of the distribution system and will include development of a predictive maintenance program. Includes tables, figure.