This final report of "Modified Reverse Osmosis System for Treatment of Produced Water," DOE project No. DE-FC26-00BC15326 describes work performed in the third year of the project. Several good results were obtained, which are documented in this report. The compacted bentonite membranes were replaced by supported bentonite membranes, which exhibited the same salt rejection capability. Unfortunately, it also inherited the clay expansion problem due to water invasion into the interlayer spaces of the compacted bentonite membranes. We noted that the supported bentonite membrane developed in the project was the first of its kind reported in the literature. An α-alumina-supported MFI-type zeolite membrane synthesized by in-situ crystallization was fabricated and tested. Unlike the bentonite clay membranes, the zeolite membranes maintained stability and high salt rejection rate even for a highly saline solution. Actual produced brines from gas and oil fields were then tested. For gas fields producing brine, the 18,300 ppm TDS (total dissolved solids) in the produced brine was reduced to 3060 ppm, an 83.3% rejection rate of 15,240 ppm salt rejection. For oilfield brine, while the TDS was reduced from 181,600 ppm to 148,900 ppm, an 18% rejection rate of 32,700 ppm reduction, the zeolite membrane was stable. Preliminary results show the dissolved organics, mainly hydrocarbons, did not affect the salt rejection. However, the rejection of organics was inconclusive at this point. Finally, the by-product of this project, the α-alumina-supported Pt-Co/Na Y catalytic zeolite membrane was developed and demonstrated for overcoming the two-step limitation of nonoxidation methane (CH 4 ) conversion to higher hydrocarbons (C 2+ ) and hydrogen (H 2 ). Detailed experiments to obtain quantitative results of H 2 generation for various conditions are now being conducted. Technology transfer efforts included five manuscripts submitted to peer-reviewed journals and five conference presentations.