The City of Glendale, Arizona, has undertaken a water distributionsystem evaluation project to create an accurate system inventory to better understand the system's condition, and to populate a computerized maintenance management system and develop a prioritized deficiency remediation program. Of concern to the Glendale Utility Department is the failure of system components and the consequences of such failure. A majorobjective for Glendale is to understand weaknesses in its system and to be proactive in addressing these needs before they become failures. System evaluation is one of the approaches used to identify system deficiencies. Another is to identify hazards and assess the risk associated with each. Glendale is employing bothapproaches and has found that it can greatly leverage the basic information it derives from the project. This paper discusses the processes used in the fundamental project, such as the inventory and condition assessment process. It will show how asset management tools are applied and the efficiencies that can be derived. Finally, it describes Operational Risk Assessment (ORA), the risks identified, mitigation, and how the ORA process provides the parameters for prioritization of system replacement and rehabilitation. Includes tables.