The City of Loveland, Colorado, is implementing a Geographic Information System (GIS) with Automated Mapping and Facilities Management (AM/FM) features. The project, which began as a City-wide needs and wants assessment, eventually was transformed into a focused Water/Wastewater Department project. One of the goals of this project is to enable the City to use common databases for a variety of applications including hydraulic models of our water, wastewater, and storm drainage systems. This paper outlines the primary concerns that the City of Loveland evaluated while developing its GIS-AM/FM System. It also describes how the GIS can be linked to a third-party network analysis program to create a "real world" model of the distribution system.