The Village of Montpelier, Ohio, operates a 1.5 million gallon per day (mgd) lime softening water treatment plant. The original plant was built in 1939 and has undergone several repairs or treatment plant upgrades over the years. The current condition of the infrastructure is in need of additional repair and will require substantial improvements to meet current design standards. The purpose of this study was to evaluate the efficacy of using membrane softening in lieu of the existing lime softening treatment process. The study consisted of water quality testing, computer modeling, operation of a 20 gallon per minute pilot plant for a period of three months to evaluate pretreatment requirements and to determine if fouling of the membranes will be a concern, and comparing the capital and operation and maintenance cost of a new membrane treatment plant to building a new lime softening treatment plant. Includes tables, figure.