A process for operating a cooling tower (10), said process comprising: introducing a feed solution into a cooling tower, evaporating solvent from the feed solution to produce a concentrated solution, removing a portion of the concentrated solution as blow-down, passing at least a portion of the blow-down through a first membrane in a nanofiltration unit (14), such that at least some of the solute in the blow-down are retained as a concentrated blow-down solution on the retentate-side of the first membrane, contacting at least a portion of the concentrated blow-down solution (42) with one side of a second membrane (12) and contacting a solution having a lower solute concentration than the combined concentrated blow-down solution and the return from the cooling tower with the opposite side of the second membrane, such that solvent flows across the second membrane to dilute the concentrated blow down solution by direct osmosis, and re-introducing the diluted blow-down solution to the cooling tower.