Vertical seismic compressional- and shear-wave (P- and S-wave) profiles were collected from three shallow boreholes in sediment of the upper Mississippi embayment. The site of the 60-m hole at Shelby Forest, Tennessee, is on bluffs forming the eastern edge of the Mississippi alluvial plain. The bluffs are composed of Pleistocene loess, Pliocene-Pleistocene alluvial clay and sand deposits, and Tertiary deltaic-marine sediment. The 36-m hole at Marked Tree, Arkansas, and the 27-m hole at Risco, Missouri, are in Holocene Mississippi river floodplain sand, silt, and gravel deposits. At each site, impulsive P- and S-waves were generated by man-made sources at the surface while a three-component geophone was locked downhole at 0.91-m intervals. Consistent with their very similar geology, the two floodplain locations have nearly identical S-wave velocity (VS) profiles. The lowest VS values are about 130 m s-1, and the highest values are about 300 m s-1 at these sites. The shear-wave velocity profile at Shelby Forest is very similar within the Pleistocene loess (12m thick); in deeper, older material, VS exceeds 400 m s-1. At Marked Tree, and at Risco, the compressional-wave velocity (VP) values above the water table are as low as about 230 m s-1, and rise to about 1.9 km s-1 below the water table. At Shelby Forest, VP values in the unsaturated loess are as low as 302 m s-1. VP values below the water table are about 1.8 km s-1. For the two floodplain sites, the VP/VS ratio increases rapidly across the water table depth. For the Shelby Forest site, the largest increase in the VP/VS ratio occurs at ???20-m depth, the boundary between the Pliocene-Pleistocene clay and sand deposits and the Eocene shallow-marine clay and silt deposits. Until recently, seismic velocity data for the embayment basin came from earthquake studies, crustal-scale seismic refraction and reflection profiles, sonic logs, and from analysis of dispersed earthquake surface waves. Since 1991, seismic data for shallow sediment obtained from reflection, refraction, crosshole and downhole techniques have been obtained for sites at the northern end of the embayment basin. The present borehole data, however, are measured from sites representative of large areas in the Mississippi embayment. Therefore, they fill a gap in information needed for modeling the response of the embayment to destructive seismic shaking.