This Small Business Innovation Research (SBIR) Phase I project advances development of a novel process, RIX+MEM, to replace or significantly enhance energy efficiency and operability of membrane desalination. Current technology is limited by several factors including; scaling & fouling of the membranes, high energy costs and low percent recovery of desalinated water. The RIX+MEM process directly addresses these limitations and offers the following unique advantages: higher water recovery with up to 50% lower energy consumption; elimination of the need for anti-scaling agents; replacement or installation ahead of any membrane desalination process and process adaptation to extremely high salt concentrations. The key process innovations are ion exchange to reduce the pressure requirements for filtering through reverse osmosis membranes and reuse of the membrane reject stream to regenerate the ion exchange material. The broader/commercial impacts of this research are to meet the increasing demand of freshwater in water starved regions and to provide unique treatment possibilities for industrial applications. The expansion of water resources will allow for growth and sustainable economic development in new regions. The development of viable wastewater treatment alternatives for highly saline wastewaters will lessen impacts on the environment and open new industrial applications. The potential market for this technology is extremely wide given the extensive use of desalination processes. The initial commercial target areas for the technology will be focused in two areas; (1) desalination for treating seawater for potable water supply and (2) industrial treatment of saline wastewaters generated from oil and gas well production activity