The New Zealand rail authority, Kiwi Rail and Auckland Regional Transport Authority (ARTA), are jointly planning a new mainline rail link between Auckland's downtown Britomart Station and the existing Western Line at Mt Eden. In 2009, APB&B, a consortia of Aecom, Beca, Parsons Brinkerhoff and Hassell Architects where commissioned to develop the conceptual design, Assessment of Environmental Effects (AEE) and business case for the new 3 km rail line towards preparing a Notice of Requirement to protect the route through Auckland's central business district.This paper describes the engineering challenges in the development of the conceptual design for the three proposed underground stations, the running tunnels and connections to the existing network. Feasible alignment and station location options were developed and evaluated using multi-criteria analysis based on key client functional requirements, constraint mapping and environmental impacts. The resulting preferred scheme was then developed to a conceptual design suffi cient for assessment of environmental effects, risks, and the development of a robust construction methodology to allow high level capital cost estimates.The paper describes some of the major challenges overcome to develop the concept, including steep gradients, narrow street envelopes with existing buildings and structures, the need for large platform spaces with low ECBF rock cover and complex connections at Britomart and the main line near Mt Eden.The development of the conceptual design of the underground stations in particular demonstrates the need for a holistic value engineering approach to satisfying the architectural and functional requirements, in a highly constrained dense urban environment and at lowest practical cost. The construction methodology was a key input to the conceptual design development throughout.The conceptual design will be used as the fundamental basis for the development of the AEE and business case for the project in the future.