This paper provides an overview of the planning which occurred for a very large distributed control and operations management system for water supply, wastewater collection and stormwater transport and disposal. The system, known as IICATS (Integrated Instrumentation Control Automation and Telemetry System) represents a major control system upgrade for the Water Board of Sydney, Australia. The project includes replacement of most of the existing telemetry equipment, the addition of monitoring and control at many new locations, and a substantial upgrade of instrumentation at over 2,000 locations in the metropolitan Sydney area. The need for the program and its objectives are given. A user awareness program introduced employees and prospective users to the project to solicit their support. An asset audit evaluated what components already in place could be used or needed to be replaced. The needs of shift operators, as users of the program, were identified through meetings, among other channels. A list of topics discussed at the meetings and a list of the resulting recommended functional requirements for the system are given. Preliminary system concepts incorporated the flexibility for both growth and functionality; establishment of preliminary system concepts is discussed in some detail. The communications portion of the system is also discussed in some detail, involving MIS, telephone, FAX, FM/AM, and mobile communications. Discussion of the implementation plan includes a step-by-step breakdown of 17 major project elements. Each major elements is further broken down; one example of this second breakdown is given. To establish a budget, a cash flow model was developed, incorporating costs from the vendor through annualized cash flow during implementation. The strategy for selling the idea to top management is outlined.