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The village of Peace Dale in the town of South Kingstown, Rhode Island, developed around several mills that commenced operations in the 1800s. One mill, known as the Palisades, is still partially active and in excellent condition, but much of its square footage is unutilized. A citizens’ group of artists and business people joined with the mill owners and the town of South Kingstown to develop new zoning regulations to make more flexible the permitted uses for the mill site. The proposed zoning will allow the mill complex to feature a mix of retail, residential, and manufacturing uses, while preserving the exterior of the mill buildings and protecting the river nearby. The narrative describes the public process that led to the development of the proposed new zoning.