The City of Thief River Falls, Minnesota has been challenged for more than a decade to provide water satisfying drinking water standards with aging water treatment plant facilities. The importance of producing high quality water is recognized as an essential requirement of water utility operations. However, the achievement of this goal and compliance with increasingly more stringent water quality criteria in a time of tight capital improvement budgets has been a critical challenge for many water utilities. The financial limitations of this small community required the City Staff and consultant to structure an improvement program that would resolve plant and equipment deficiencies while striving to meet drinking water standards using limited financial resources. Through a carefully phased improvement plant, management foresight, and an intensive community effort, the city will be able to meet the increasing regulations. This case study follows the process from initial needs analysis through the phased improvements. The paper includes detailed discussion and specific suggestions for improvements to comply with regulations.