This study set out with the premise that many urban alleys have the potential to become city open space assets. The project was designed to develop a process by which alley characteristics may be evaluated for their effect on alley open space potential. The alleys of Old Town Alexandria, Virginia were the inspiration for this study. Old Town is an 18th century city which was established as a settlement on the Potomac River in 1749. For nearly 100 years it flourished as a seaport town. As the town grew, property owners created alleys through the blocks providing rear access to their homes and businesses. The alleys bustled with activity, and became a circulation subsystem to the street and sidewalk circulation. This paper follows the process used to discover alley open space potential in Old Town. However, it is not the findings for Old Town that are most important. It is the process which is the true result of this study. This process can be used as a model by any city or town where there is a desire to better use alley spaces. The four tasks which were found to be important in discovering this open space potential are outlined below. Task One: Evolution of Alley Spaces The purpose of this task is to understand the part the alleys play in the city's circulation system. To know the history of their development and the way they have been used in the past is to learn what makes them important and distinct from other circulation systems in the city. Task Two: Evaluate the Alley Paths The elements that create the"floor, ceiling, and walls" of the alley paths are defined and evaluated for their potentially positive or negative impact on the alley as it is refurbished for pedestrian open space use. Task Three: Alley Potential Use Task three looks at the way different land uses use their alleys. Knowing present alley use allows the development of an alley typology from which decisions concerning potential use can be made. Task Four: Design Proposals Finally, the first three tasks are brought together in the form of design proposals. The proposals become a pallet with which to refurbish the alleys in a way that is sensitive to their history, their character, and their particular open space potential. The project teaches that all urban alleyways are not the same. Each has its own story, and its own particular combination of characteristics. In knowing the alleys as individual, their design as viable open spaces becomes more imaginative. / Master of Landscape Architecture