Construction of California's great State Water Project requires moving almost 1/2 billion cu yd of material, enough to construct 137 pyramids the size of the Great Pyramid of Egypt. The state's mushrooming population, which has made it no. 1 in the nation, and the continuing demands of its agricultural industry for more and more irrigation water have led to construction of a multibillion dollar project. Construction of the many dams, power, and pumping plants, and miles of aqueducts has employed large fleets of earth-moving equipment. This paper briefly portrays California's water resource development program; describes in some detail the major construction features of the State Water Project and the role of earthmoving equipment in its construction.