Restoration of old, large-diameter pipelines in highly urban settings presents challenges in cost effectively preparing the structures for reliable service under modern operating conditions. This paper outlines the approach used in developing a plan for upgrade of such a pipeline constructed 80 years ago through an area that is now the heart of the City of Whittier, California. The pipeline is a gravity water transmission main that must now operate under pressure conditions to meet standards set by the California Department of Health Services. The approach, which included consideration of complete abandonment of the pipeline, led to a phased program what will upgrade the pipeline through a combination of rehabilitation and selective replacement (rehabilitation/replacement) measures. The estimated construction cost of the project is approximately 4.5 million (1987) dollars. The rehabilitation/replacement program is designed for implementation in phases over a period of seven years.