Abstract: A single, reverse osmosis membrane system having a double-pass, product-staged design using first and second banks of membranes in series, with excessive pressure supplied by the pump to the feed to the first bank so that the concentrate flow from the first bank will be at sufficient elevated pressure to drive a turbocharger for increasing the low pressure product flow sufficiently to pass through the second bank of membranes, the excess pressure on the first bank being balanced by increased osmotic pressure from feedback of concentrate flow from at least one of the banks to the feed supply. Preferably, part of the concentrate flow from the first bank is dried on a double drum dryer or a single drum flaker for recycle use or disposal. The membranes for the first set are high rejection, high pressure membranes. The membranes for the second set are low rejection, low pressure membranes.