This paper documents the process employed by the Orange County Water District (OCWD) to replace membranes in a 5 MGD reverse osmosis (RO) unit. From membrane extraction to installation, each step posed a series of unique challenges – some of which were unknown to staff prior to initiating the project. Upon start-up, performance was monitored closely and extensive water quality testing conducted to ensure that the membranes met all required specifications. Performance data from this period is also presented.