As individual organizations - utilities, municipalities and federal and state agencies began developing their own AM/FM/GIS systems, it became evident that there was much duplication of effort. As organizations seek ways to make improvements in cost, quality, service and efficiency, they are taking a look at cooperative conversion efforts. The benefits include sharing costs for the creation and maintenance of common data and sharing relevant facilities data related to a common geographic background. But the cooperative approach to system implementation can carry its own set of problems. Extending the AM/FM system to encompass the function of several organizations introduces additional challenges to a successful implementation. Organizations have different functional, hardware and software requirements; meeting the varied needs of all customers in a multi-participant project can be a complicated undertaking. In this paper, we focus on the planning strategies and challenges faced in implementation of a multi-participant project.