A 1966 University of California academic plan estimated that future enrollments would soar to well over 200,000 before leveling off, and that by 1975 student demand would require two more UC campuses in addition to the ones opened a few years earlier at Santa Cruz, Irvine, and San Diego. The 1970 US census brought these stratospheric assumptions down to earth. Its projections of declining numbers of college-age students into the next decade and beyond, combined with the shock of unfavorable academic market and budgetary trends, became the starting point for an ambitious new UC planning endeavor. The intent was to improve long-range decision-making on the size, quality, and academic balance of the University. The strategy was to ensure that planning led budgeting; that campus academic plans were systematically reviewed at the university-wide and Regental level; and that fiscal realities disciplined planning at all levels. Two UC presidents led this experiment in multi-campus system planning. Charles J. Hitch (1968-1975) had revolutionized planning and budgeting at Robert S. McNamara's Department of Defense before coming to UC. David S. Saxon (1975-1983) brought a deep knowledge of the University and its culture gained through long experience as a faculty and administrative leader at UCLA. Despite differences in background, perspective, and approach, both shared the same goal: to create a truly university-wide plan that harmonized campus ambitions with the broader aims of the University as a whole and with the coming constraints on growth. This paper considers the context, assumptions, and forces that shaped, and then reshaped, the planning directions UC chose at the end of the golden age of the 1960s. A bibliography is included.