This is a case history of a reverse osmosis softening plant in Florida. In the broadest sense, softening membranes are very low pressure, low rejection membranes that may be used alone or in conjunction with other types of membranes to treat low TDS waters to achieve a specific permeate water quality. This paper describes the original reverse osmosis plant, to which is being added new membrane softening equipment in phases of 3.0 mgd each. The new system is a hybrid membrane system; its design and performance are described in terms of salt rejection, THMFP, blend rate, productivity, operation and maintenance cost, energy use, chemical use, membrane replacement, labor requirements, use, blending, and construction costs.