A case study of value pricing of a proposed capacity expansion for a major congested corridor in the San Francisco Bay Area known as the Sunol Grade is presented. A new high-occupancy vehicle (HOV) lane with a two-passenger-plus occupancy requirement is proposed to be added to the existing three southbound lanes to serve the morning peak period. The performance of the proposed HOV lane is compared with that of a value-priced express lane (first described as high-occupancy toll lanes), which would provide unlimited, free access to vehicles with three-plus occupants and priced access to lower-occupancy vehicles. Compared with the proposed HOV lane, the express lane would reduce total vehicle-hours of delay--on both the general purpose and new lanes--by approximately two-thirds during the morning peak period, according to the queuing and high-occupancy mode-share models used here. These results are due to efficient throughput and increases in HOV mode share, made possible by the free-flowing conditions in the express lane compared with the expected congestion in a two-passenger-plus HOV lane.