During the spring of 2004, water levels were measured in 684 wells completed in the Mississippi River Valley alluvial aquifer in eastern Arkansas. Ground-water levels are affected by intense ground-water withdrawals resulting in extensive potentiometric depressions. In 2004, the highest water-level altitude measured was 293 feet above National Geodetic Vertical Datum of 1929 in northeastern Clay County. The lowest water-level altitude measured was 76 feet above National Geodetic Vertical Datum of 1929 in the center of Arkansas County. A large depression in the potentiometric surface was located in Arkansas, Lonoke, and Prairie Counties during 1998 and persisted to 2002. The area enclosed in the 100-foot contour in Arkansas County in 2004 is about the same as in 2002, however, the area enclosed in the 100-foot contour in Lonoke and Prairie Counties in 2004 has receded. Two shallower cones of depressions were located in Craighead, Cross, and Poinsett Counties and St. Francis, Woodruff, Lee, and Monroe Counties west of Crowleys Ridge during 1998. The 2004 potentiometricsurface map shows that the areas enclosed by the 140-foot contour have continued to expand. A map of changes in water-level measurements between 2000 and 2004 was constructed using the difference between water-level measurements from 625 wells reported in this report and the 2000 Mississippi River Valley alluvial aquifer report. Water-level changes between 2000 and 2004 ranged from -31.1 feet to 16.3 feet, with a mean of -0.7 feet (negative changes indicating water-level declines, positive changes indicating water-level rises). The largest rise of 16.3 feet is in Arkansas County and the largest decline of -31.1 feet is in Prairie County. Long-term water-level changes were calculated for 134 wells in the alluvial aquifer for the period from 1980 to 2004. The mean annual decline in water level for the entire study area was -0.31 feet per year with a range of -1.35 feet per year to 0.84 feet per year. The analysis of long-term water-level changes (1980-2004) in the depression in Arkansas and Prairie Counties shows the effects of the elongation of this depression. Water samples were collected from 138 wells completed in the alluvial aquifer and measured onsite for specific conductance and temperature. Samples were collected at 71 wells for dissolved chloride analysis at the U.S. Geological Survey National Water Quality Laboratory. Specific conductance ranged from 205 microsiemens per centimeter at 25 degrees Celsius at a well in Lonoke County to 1,440 microsiemens per centimeter at 25 degrees Celsius at a well in Monroe County.