The disposal of membrane concentrate and other residuals from membrane water treatment plants is becoming increasingly difficult, especially in inland areas. The Cities of Tipp City and Vandalia, Ohio formed a joint venture to provide nanofiltration softening for its residents. The disposal of the treatment plant residuals were a significant driver in the ultimate water process decisions. The regulations in some states, including Ohio, require that the discharge of dissolved solids, iron, manganese, dissolved oxygen and other constituents meet a certain standard. These limits, while not especially stringent, caused a significant change in process design for this 7.7 mgd nanofiltration membrane water treatment plant. The process was piloted not only for the typical RO membrane parameters of flux, recovery, pressures, and permeate water quality, but also for the ability of the concentrate discharge to be treated before discharge to the Great Miami River, a scenic river in western Ohio. The original process decision to utilize well water in the anaerobic state was changed when the difficulty of settling iron and manganese from membrane concentrate was encountered. Jar testing of membrane concentrate proved ineffective in the removal of iron and manganese below the regulatory limits of 1 mg/l. The subsequent decision to oxidize the iron and manganese upfront was not taken lightly as there are disadvantages with this approach on the RO process. The ultimate process resulted in three waste streams, two of which have been permitted for discharge to the Great Miami River. The concentrate stream, virtually free of iron and manganese, is directly discharged to the river after aeration along with the decant of the filter backwash holding tank to meet regulatory limits with a unique blended waste stream.