Membrane processes are now frequently considered for application in drinking water treatment. The biggest impediment for applying membrane processes is fouling that comes from mass flux (such as particle and organic matter) to the membrane surface and its pores due to convection flow through the men brane. Natural organic matter (NOM) has been reported as the most detrimental foulant. Some research also indicated that particles were often the dominant cause of fouling. Therefore, both NOM and particle fouling need to be examined to better understand fouling in ultrafiltration. Two waters from natural sources, Lake Austin water and Missouri River water, were selected. Both waters are relatively hard waters but has significantly different particle concentrations, which will elucidate effects of particles on membrane fouling. Precipitative softening is traditionally designed to remove hardness ions in hard waters but it can also remove particles and organic matter. Therefore, the integrated water treatment with softening and ultrafiltra tion is proposed as a promising option for hard waters. The three levels of softening were used to represent different degrees of pretreatment to ultrafiltration in terms of organic matter (i.e., NOM fouling) and precipitates (i.e., particle fouling by further precipitation). Results showed that natural particles in Missouri River water was detrimental foulants of ultrafiltration. As the levels of softening were increased, NOM and particle removal was increased, and thus fouling was decreased. Direct images of the surface of the membranes by scanning electron microscopy allowed observation of the different properties of particles caught in fibril networks of natural organic matter.