As explored in the first report in this series, the past decade has been a period of tremendous growth for UMass. This growth has taken many forms, including expansion of the school's capital facilities, increased student enrollment, and a growing national profile and public mission. These developments have resulted in innumerable successes for the university, including impressive leaps in national rankings. As the first report discussed, from 2005 to 2014, UMass increased total enrollment by 27.3 percent, far outpacing the average of other New England state universities (1.7 percent), MA private four-year universities (11.8 percent), U.S. public universities (14.4 percent), and U.S. private universities (16.4 percent). UMass' expanding programs have resulted in significant increases in operating expenses over this period, as this report will explore in greater depth. UMass capital expansion and enrollment growth are closely linked. To attract and accommodate more students, UMass undertook a building boom on its campuses between FY2005 and FY2015 with a price tag of $3.81 billion, only $1.38 billion of which was funded by the state. The university funded the balance by itself through increased institutional borrowing, more revenue from tuition and fees, and admitting increasingly higher volumes of out-of-state students who pay more to attend. The institution recently adopted an ambitious $6.98 billion FY2015-2019 Capital Plan that outlines significant additional expansion of the university's five campuses. This report considers the implications of the capital plan on future university and state finances. Findings suggest that UMass' capital plan as currently proposed threatens to exacerbate the budget gap that has been created by capital and enrollment expansion and increase the university's dependence on future state capital and operating funding, tuition and fee revenue increases, along with expanded enrollment of out-of-state students to support the university's growing costs. [For "UMass at a Crossroads Part 1: Is the UMass Enrollment Expansion Plan Sustainable? White Paper No. 145," see ED598651. For "UMass at a Crossroads Part 3: UMass' Growing Dependency on Tuition and Fees and Strategic Recruitment of Out-Of-State Students. White Paper No. 147," see ED598661.]