One of the first third-generation synchrotron light sources, the ALS, has been operating for almost a decade at Berkeley Lab, where experimenters have been exploiting its high brightness for forefront science. However, accelerator and insertion-device technology have significantly changed since the ALS was designed. As a result, the performance of the ALS is in danger of being eclipsed by that of newer, more advanced sources. The ALS upgrade that we are planning includes full-energy, top-off injection with higher storage-ring current and the replacement of five first-generation insertion devices with nine state-of-the art insertion devices and four new application-specific beamlines now being identified in a strategic planning process. The upgrade will help keep the ALS at the forefront of soft x-ray synchrotron light sources for the next two decades.