This case history provides an overview of how membrane technology was used as a principal component of the City of Fort Myers, Florida, long-range plan to meet potable water needs. Membrane technology has been applied to treat a combined surface water and groundwater source. The new membrane plant can produce 12 mgd of softened potable water and was specifically designed to meet THM water quality limits. Membrane technology was chosen as a process that offered the greatest flexibility for meeting future regulatory limitations. The paper reviews: planning, treatment process evaluation, and pilot testing; design and layout of facilities; lessons learned during construction; and key processes, performance, and operations.