On a regional scale, the groundwater system of the northern Mississippi embayment is composed of a series of nonindurated clastic sediments that overlie a thick sequence of Paleozoic carbonate, sandstones, and shales. The units that comprise the geohydrologic framework of this study are the alluvium-lower Wilcox Aquifer the Midway confining unit, the Upper Cretaceous aquifer, the Cretaceous-Paleozoic confining unit, and the Ozark-St. Francois aquifer. The Upper Cretaceous aquifer of Late Cretaceous age is the primary focus of this investigation; the study is part of the Gulf Coast Regional Aquifer-System Analysis. A four layer finite-difference groundwater flow model enabled testing of alternative boundary concepts and provide a refined definition of the hydrologic budget of the deep aquifers. The alluvium-lower Wilcox aquifer, the Upper Cretaceous aquifer, and the Ozark-St. Francois aquifer form layers 2 through 4, respectively. Layer 1 is an inactive layer of constant heads representing shallow water levels, which are a major control on recharge to and discharge from the regional system. A matrix of leakance values simulates each confining unit, allowing vertical interchange of water between different aquifers. The model was calibrated to 1980 conditions by using the assumption that 1980 was near steady-state conditions; it was calibrated to simulate observed heads were found to be most sensitive to pumping, and least sensitive to the leakance. By using all available water quality and water level data, alternative boundary conditions were tested by comparing model simulated heads to observed heads. The results of the early modeling effort also contribute to a better understanding of the regional hydrologic budget, indicating that: upward leakage from the Ozark-St. Francois aquifer to the Upper Cretaceous aquifer is about 43 cu ft/sec; upward recharge of about 68 cu ft/sec occurs to the lower Wilcox-alluvium aquifer from the Upper Cretaceous aquifer; and the Midway is an effective regional confining unit. (Author 's abstract)