The intention of this thesis is the regeneration of the Johnson Boat Works small boat manufacturing site in White Bear Lake, Minnesota. The regeneration of the historic and underutilized waterfront is essential for the community to retain the past to create a viable future. The site, once a resort destination and water craft manufacturing hub, was absorbed into the Minneapolis /St. Paul metropolitan area, and became a suburb, losing much of the city’s character. The project aim is to draw on the sense of identity that was clouded by a re-iteration of the place from resort town to bedroom community. The project will draw from the history of the site and reinforce the significant past of the area. The project will aim to be a model for future growth and transformation in this fully developed city. There will be an adaptive reuse of the existing boat manufacturing structures, and the creation of new spaces to compliment the site and the existing context. Taking into consideration the design typology, the project will be a mixed-use housing and retail/commercial space with community space emphasizing the recreational aspects of the site.