During the spring of 2003, water levels were measured in 341 wells in the Sparta-Memphis aquifer in Arkansas. Waterquality samples were collected for temperature and specificconductance measurements during the spring-summer of 2003 from 70 wells in Arkansas in the Sparta-Memphis aquifer. Maps of areal distribution of potentiometric surface, change in waterlevel measurements from 1999 to 2003, and specific-conductance data reveal spatial trends across the study area. The highest water-level altitude measured in Arkansas was 328 feet above National Geodetic Vertical Datum of 1929 (NGVD of 1929) in Craighead County; the lowest water-level altitude was 199 feet below NGVD of 1929 in Union County. Three large cones of depression are shown in the 2003 potentiometric surface map, centered in Columbia, Jefferson, and Union Counties in Arkansas as a result of large withdrawals for industrial and public supplies. A broad depression exists in western Poinsett County in Arkansas. The potentiometric surface indicates that large withdrawals have altered or reversed the natural direction of flow in most areas. In the northern third of the study area the flow is from the east, west, and north towards the broad depression in Poinsett County. In the central third of the study area the flow is dominated by the cone of depression centered in Jefferson County. In the southern third of the study area the flow is dominated by the two cones of depression in Union and Columbia Counties. A map of water-level changes from 1999 to 2003 was constructed using water-level measurements from 281 wells. The largest rise in water level measured was about 57.8 feet in Columbia County. The largest decline in water level measured was about -71.6 feet in Columbia County. Areas with a general rise are shown in Arkansas, Bradley, Calhoun, Cleveland, Columbia, Ouachita, and Union Counties. Areas with a general decline are shown in Craighead, Crittenden, Cross, Desha, Drew, Jefferson, Lonoke, Phillips, Poinsett, Prairie, and Woodruff Counties. Hydrographs were constructed for wells with a minimum of 25 years of water-level measurements. A trend line using a linear regression was calculated for the period of record from spring of 1978 to spring of 2003 to determine the annual decline or rise in feet per year for water levels in each well. The hydrographs were grouped by county. The mean values for county annual water-level decline or rise ranged from -1.42 to 0.27 foot per year. Specific conductance ranged from 82 microsiemens per centimeter at 25 degrees Celsius in Jefferson County to about 1,210 microsiemens per centimeter at 25 degrees Celsius in Lee County. The mean specific conductance was 400 microsiemens per centimeter at 25 degrees Celsius.