Critics of high-occupancy vehicle (HOV) lanes have cited what seems to be excess capacity as reason to abandon the lanes and open them to all users. HOV proponents argue that the lanes do their job, though with unused capacity needed for the future. As a means to stem some of the criticism of the unused capacity, the Minnesota Department of Transportation and the Metropolitan Council of the Twin Cities have undertaken a high-occupancy toll (HOT) system study. Under this concept, additional freeway capacity - primarily lane additions - would be implemented as HOV lanes with the option for solo drivers to use the facility by paying a toll. Users of existing roadway capacity on the regular-use lanes would continue to be able to use the freeways toll-free. The possible inclusion of ramp-meter bypass lanes as an option for HOT-lane users also was studied. Although the HOT-lane system concept is technically and financially feasible, serious challenges lie with public acceptance of any form of value pricing. Significant, ongoing value-pricing education efforts must continue and political champions must emerge before the public is willing to accept the HOT-lane concept. However, market research indicates that public acceptance increases when HOT lanes are presented in the context of the system, showing the other alternatives for reducing congestion that have been implemented or examined, along with their associated costs and benefits. Social and geographic equity issues begin to diminish when it is shown that HOT-lane revenues would be targeted to maintenance, debt service, and transit enhancements in the corridors where the fees are collected.