Many GIS sites that developed spatial databases using EDS's Graphic Data Systems (GDS) software are now faced with the task of migrating their data to fully supported environments. Wake County, North Carolina, is one of those sites and, with the assistance of PlanGraphics, has developed an application to extract as much information as possible from their GDS database for incorporation into ArcInfo coverages. This paper will discuss the design of the GDS-to-ArcInfo translation matrix; design of the final ArcInfo database; development of the GDS templates for creating DXF files; development of GAIA, the GDS-to-ArcInfo application; creation of component coverages; assignment of arc and polygon attributes; translation and inclusion of annotation coverages; mitigation of topological errors; and postprocessing of large County-wide coverages required to deal with software limitations.