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Closure of the Brunswick Naval Air Station in 2011 will have profound economic impacts on the entire mid-coast Maine region of Maine, with an estimated loss of 6,500 jobs and $330 million annual income. Throughout the Base Realignment and Closure process, Brunswick, the region, and the State of Maine followed federal rules and developed the federally-funded Brunswick Local Redevelopment Authority (BLRA) to plan for reuse of the 3300 acre base. In its planning process, the BLRA adhered to a number of well thought-out Guiding Principles, including the use of extensive public participation and the consideration of “smart growth” principles and strategies. This case study looks at the composition of the BLRA board, the planning process it pursued, and the likelihood of a “smart growth” plan and zoning being adopted by the Town.