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Starting in 2002 the Department of Development and Environmental Services (King County, DDES) began a transition from a legacy ESRI environment to the ArcGIS platform. A part of that transition was a plan to move away from legacy ArcView 3.x counter applications to ArcIMS and ArcSDE. Charged with creating and maintaining this new environment, a two person development team faced a daunting task. An innovative Web-based solution was devised which consists of Informix, SQL Server and ArcSDE (database tier), ArcIMS (GIS Tier), .NET Web Services (business tier), and ASP .NET (client tier). The separation of the GIS, database and business tiers along with a modular development approach allows for an extensible system that is easy to maintain and independent of changing backend technologies. This paper will focus on a step-by-step design and implementation of this new system and the challenges in migrating from ArcView 3.x to ArcGIS technologies.