This report presents the results of water-level measurements made at wells in the Cockfield Formation and Wilcox Group of southern and northeastern Arkansas during 2003, and the water levels are displayed in potentiometric-surface maps and hydrographs. During March and April 2003, the water level was measured at 55 wells completed in the Cockfield aquifer, 13 wells completed in the Wilcox aquifer of southern Arkansas, and 43 wells completed in the Wilcox aquifer of northeastern Arkansas. The Cockfield Formation generally consists of discontinuous sand units interbedded with silt, clay, and lignite in southeastern Arkansas. Sand beds near the base of the Cockfield Formation constitute most of the Cockfield aquifer. Withdrawals from the Cockfield aquifer in the study area during 2000 totaled about 9 million gallons per day. The potentiometric surface of the Cockfield aquifer constructed from the 2003 water levels shows that regional direction of ground-water flow generally is towards the east and southeast, away from the outcrop, except in areas of intense ground-water withdrawals. Some local ground-water flow in the outcrop area is toward rivers that have eroded into the Cockfield Formation and deposited alluvium in south Bradley and Calhoun Counties (Ouachita River), and in north Dallas County (Saline River). An evaluation of 20 wells with water-level data from 1983 to 2003 shows that water levels in 15 wells have declined at a rate of -0.04 to -0.97 feet per year, and water levels in 5 wells have risen at a rate of 0.07 to 0.32 feet per year. An evaluation of the same 20 wells from 2000 to 2003 shows that water levels have declined in only 8 wells, and water levels have risen in 12 wells. The Wilcox Group is distributed throughout most of southern and eastern Arkansas. There are two study areas in southern and northeastern Arkansas. The Wilcox Group of the southern study area consists of interbedded clay, sandy clay, sand, and lignite. Thin discontinuous sand units constitute the Wilcox aquifer in the southern study area. Withdrawals from the aquifer in the southern study area were about 1 million gallons per day during 2000. The potentiometric surface of the Wilcox aquifer in the southern study area shows that regional ground-water flow generally is south and east, except in Clark County where flow is towards the Ouachita River. The Wilcox Group in the northeastern study area consists of thin interbedded lignitic sand and clays. A sand bed of about 200 feet thick in the middle to lower part of the Wilcox Group constitutes the major producing unit of the Wilcox aquifer in the northeastern study area. Withdrawals from the aquifer in the northeastern study area were about 23 million gallons per day during 2000. The potentiometric surface of the Wilcox aquifer in the northeastern study area shows that ground-water flow generally is south and east, except where ground-water withdrawals may have altered the natural direction of flow near the centers of pumping at Paragould and West Memphis. An evaluation of 27 wells with water-level data from 1983 to 2003 in the northeastern study area shows that water levels in all 27 wells have been declining at a rate of -0.17 to -1.73 feet per year. An evaluation of the same 27 wells from 2000 to 2003 shows that water levels in 18 wells have risen and in 9 wells have declined.