The Town of Manchester retained the team of Tighe & Bond/CH2M HILL to develop a computerized network model that would accurately simulate the hydraulics and water quality conditions of the existing water supply and distribution system. The modeling results were used to develop and prioritize a recommended capital and operational improvements program. The long term capital and operational improvements program included replacement of over 67 miles of water main and installation of over 2 miles of new water main at an estimated cost of $30.7 million. The improvements program was based on several evaluation criteria, including water quality issues such as water age, pipe age, and chlorine residual. This paper focuses on the development and calibration of the water quality distribution system model, the results of water quality modeling, and how those results were incorporated into the recommended capital and operational improvements program. Includes reference, tables, figures.