Insufficient pressure, numerous leaks, inadequate flows for fire fighting, decreased hydraulic capacity, occasional pipeline failures–these are the signs of a water system in trouble. These problems are fairly common in older water systems. If pipes are subject to external and internal corrosion, the process of deterioration accelerates, and a system may get old before its time. Such was the case for portions of the water system at California’s Terminal Island Naval Complex. In 1983, the Department of the Navy, Western Division, Naval Facilities Engineering Command at San Bruno, California, retained Brown and Caldwell to evaluate the freshwater, compressed air, and stream utility systems serving the Terminal Island complex in Los Angeles and Long Beach. This paper describes the evaluation of the freshwater distribution system and summarizes the recommendations for rehabilitation and replacement. The information presented here is taken from Brown and Caldwell’s 1985 Concept Report (1).