This paper investigates the performance of two membranes developed at Zenon Environmental. The membranes are a thin film composite "loose- RO" (also termed nanofiltration) membrane and an ultrafiltration membrane with a very low molecular weight cutoff. The application is the treatment of surface water that is high in natural organic content for the production of drinking water. Color and trihalomethane formation potential levels are high. A six month pilot study was undertaken to evaluate these membranes. A gel layer flux model was used successfully to predict the performance observed in the pilot study. It is concluded that the hydrodynamic conditions present in the modules are a major influence on performance. To improve the performance of this membrane a different module configuration with a higher boundary layer mass transfer coefficient must be adopted.