Sweetwater Authority (SWA) owns and operates the Richard A. Reynolds Groundwater Demineralization Facility ("Demin Plant"), which uses reverse osmosis (RO) to treat local groundwater. The RO process was designed to remove total dissolved solids (TDS), and other dissolved constituents, from two groundwater sources, the San Diego Formation (SDF) wells, and the Alluvial (ALL) aquifer wells. Rapid fouling of the RO membranes was observed when the Alluvial and SDF wells were being used during the initial start-up phase of the plant in early 2000. The Demin Plant has been operating without RO membrane fouling since February 15, 2001 using only the SDF wells for the feedwater source. The cause of the rapid fouling has been partially attributed to iron and manganese in the Alluvial and San Diego Formation wells. Alluvial wells have total iron ranging from 0.42 to 2.9 mg/L, and total manganese ranging from 1.0 to 2.6 mg/L. SDF wells have total iron ranging from not detected to 0.42 mg/L, and total manganese ranging from 0.06 to 1.90 mg/L. This study investigated the oxidation and removal of iron and manganese by the pre-treatment process combination of aeration and low-pressure membrane filtration (microfiltration and ultrafiltration in parallel), and the performance of an RO system with and without such pre-treatment. Includes table, figures.