Water purveyors face the demanding task of supplying clean water to satisfy the demands of their constituents. Often, existing facilities must be expanded to increase the amount of water available for daily use and for fire protection. Other facilities may require upgrading to meet more stringent water quality regulations. This paper focuses on the planning and design of improvements to a 50-year old water treatment and distribution system located in Beltsville, Maryland. A hydraulic model of the system incorporating CYBERNET software revealed areas needing improvement including: low pressure areas, low flow areas, unaccounted-for water, deteriorated storage facilities, and insufficient finished water storage. The recommended improvements to the distribution system included cleaning and lining of nearly 3,000 feet of existing 8 inch water mains and the installation of over 6 miles of 8 inch to 16 inch ductile iron water distribution mains. Unaccounted-for water was significant for the facility. A leak detection program identified over 53,000 gallons per day of leaks. Recommendations for the storage system proposed the rehabilitation of three elevated water storage tanks and the construction of new 300,000 gallon finished water storage tank. An environmental assessment and an archaeological survey were completed to aid in the rehabilitation. The plant improvements are expected to be completed in 1998.