This paper considers two options for the management of membrane residuals; these include the use of a second stage MF process or conventional settling to reduce the volume of backwash and the use of a biological nitrification/denitrification process to remove nitrogenous compounds from the reverse osmosis concentrate. Reducing the volume of MF backwash will significantly decrease sewer handling fees while the removal of nitrogenous compounds (particularly ammonia) will obviate some of the toxicity issues associated with the discharge of the brine into surface receiving waters. Options to manage the residuals produced by the MF/UF process are to reduce the volume of backwash water either by two-stage microfiltration process or by conventional settling. The question posed in the MF backwash study was to determine if the higher solids loading on the second stage membrane surface increased the rate of membrane fouling. The question posed by settling studies was if the high solids content of the backwash water could be greatly reduced by conventional settling techniques. The second option to manage the residuals produced by membrane processes is to reduce the toxicity of RO concentrate. The reduction of toxicity in the form of ammonia nitrogen can be achieved through biological nitrification/denitrification. Includes 6 references, tables, figures.