Co-produced water from the oil and gas industry accounts for a significant waste stream in the United States. This "produced water" is characterized by saline water containing a variety of pollutants, including water soluble and immiscible organics and many inorganic species. To reuse produced water, removal of both the inorganic dissolved solids and organic compounds is necessary. In this research, the effectiveness of a pretreatment system consisting of surfactant modified zeolite (SMZ) adsorption followed by a membrane bioreactor (MBR) was evaluated for simultaneous removal of carboxylates and hazardous substances, such as benzene, toluene, ethylbenzene, and xylenes (BTEX) from saline-produced water. A laboratory-scale MBR, operated at a 9.6-hour hydraulic residence time, degraded 92% of the carboxylates present in synthetic produced water. When BTEX was introduced simultaneously to the MBR system with the carboxylates, the system achieved 80 to 95% removal of BTEX via biodegradation. These results suggest that simultaneous biodegradation of both BTEX and carboxylate constituents found in produced water is possible. A field test conducted at a produced water disposal facility in Farmington, New Mexico confirmed the laboratory-scale results for the MBR and demonstrated enhanced removal of BTEX using a treatment train consisting of SMZ columns followed by the MBR. While most of the BTEX constituents of the produced water adsorbed onto the SMZ adsorption system, approximately 95% of the BTEX that penetrated the SMZ and entered the MBR was biodegraded in the MBR. Removal rates of acetate (influent concentrations of 120 to 170 mg/L) ranged from 91 to 100%, and total organic carbon (influent concentrations as high as 580 mg/L) ranged from 74 to 92%, respectively. Organic removal in the MBR was accomplished at a low biomass concentration of 1 g/L throughout the field trial. While the transmembrane pressure during the laboratory-scale tests was well-controlled, it rose substantially during the field test, where no pH control was implemented. The results suggest that pretreatment with an SMZ/MBR system can provide substantial removal of organic compounds present in produced water, a necessary first step for many water-reuse applications.