Serious capital outlay issues that California faces with growth and change are addressed. Initial studies and policies leading up to the 1960 master plan that guided the first period of growth and expansion are covered and the impact of the master plan is examined, along with changes in society and higher education during the 1960s, 1970s, and the early 1980s, and the prospects for the next 15 to 20 years in terms of expected need and accommodation. Descriptions are provided of three major facets of growth and change that policy must address: probable numbers of prospective students, places actually available on campuses for these students, and costs and capital funding where existing facilities are inadequate. The analysis rests on two major variables, enrollment estimates and capacity calculations. Major problems and opportunities arising from expected expansion and change in higher education are also addressed. Long-range planning for expected growth and change at the University of California, the California State University, and the community colleges is discussed, along with assumptions about student numbers and characteristics. Also considered are physical facility options for accommmodating student numbers and change. Information on capital outlay procedures is appended. (SW)