A pilot study had been performed for about 6 months in order to investigate the removal efficiency of dissolved matter and its fouling potential during nanofiltration (NF) and reverse osmosis (RO) of local groundwater that was pretreated with an ultrafiltration (UF) membrane system. After pilot plant operation, autopsy tests were performed to identify the characteristics of foulants that were attached to the membrane surface. In the autopsy tests, the flux recovery for each specific cleaning scheme (hydraulic washing, acid cleaning, and alkaline cleaning) was also measured using a dead-end filtration cell unit. The washing solution used in each chemical cleaning was analyzed to identify major components of the foulants, and the membrane surface was observed using the scanning electron microscopy (SEM). Among three kinds of membranes tested, one NF and two RO membranes, the NF and RO1 membranes showed a rapid flux decline after 100 days of operation. Especially, the RO1 membrane showed the more serious flux decline than the NF membrane. The RO2 membrane, with the lowest recovery rate, demonstrated a gradual flux decline. The removal efficiency of dissolved inorganic matter (as conductivity) for each NF, RO1 and RO2 membrane was 76.3%, 88.2% and 95.3%, respectively. The removal of dissolved organic matter (as total organic carbon) was found to be about 80% for both NF and RO membranes used in this study. During the membrane autopsy tests, five sections of the fouled membrane were cut along each NF and RO membrane module from the feed inlet side to the concentrate outlet side, the specific flux for each membrane section was measured before and after each cleaning step. As expected, the degree of fouling was intensified along the membrane surface as the feed flow approached the outlet. Based on the analysis results of wash water used in each cleaning step, the major foulants attached to the membrane surface appeared to be Ca bound with inorganic matter and Si bound with organic matter. Fe seemed to be a great contributor to irreversible fouling. The SEM analysis indicated that the organic matter was forming the first fouling layer close to the membrane and that the inorganic matter was layered top of the organic fouling layer in a tetragonal shape. Any evidence of biofouling was not observed in this study because most of microorganisms had been already removed by the UF pretreatment.