This paper examines the population distribution in a rapid development area - Orange County in 1980. The population density gradients are estimated with a polycentric model as well as with a monocentric model. The paper shows that the polycentric model of population distribution fits Orange County better than the monocentric model, and that the population in Orange County is more dispersed than in Los Angeles County. It is found that Downtown Los Angeles has a significant influence on the population distribution in Orange County. The aggregate influences of centers on population distribution have a wide range which are affected by the inclusion of center Downtown Los Angeles.