New regulations required the 7.5 ML/d North East River Advanced Wastewater Treatment Facility to upgrade to meet lower annual average effluent nitrogen and phosphorus limits. At the same time, facility planning was underway to expand the facility to 17.0 ML/d to accommodate planned growth in the service area. Following a pilot study to establish the performance capabilities of the existing process and a technology alternatives evaluation, a combination of a Carrousel® 5-stage oxidation ditches followed by a membrane filtration system was used to convert the facility to a membrane bioreactor. This combination of technologies is unique among the more than 300 facilities recently upgraded for nutrient removal in the Chesapeake Bay region. The new process went into service in late 2015 and has demonstrated the ability to meet effluent performance requirements for total nitrogen and total phosphorus.