Intense development of the Miocene aquifer system for water supplies along the Mississippi Gulf Coast has resulted in large water level declines that have altered the groundwater flow pattern in the area. Water levels in some Miocene aquifers have declined about 2 ft/year since 1940; declines exceed 100 ft (80 ft sea level) in large areas along the coast. Water levels in the surficial aquifer system, generally less than 20 ft below land surface, have not declined. The Miocene and younger interbedded and lenticular sands and clays crop out in southern Mississippi and dip to the south and southwest. These sediments have large vertical variations in head and locally respond to stresses as separate aquifers. Freshwater recharge to the Miocene aquifer system primarily is from rainfall on the surficial aquifers. The water generally moves to the south and southeast along the bedding planes toward the Mississippi Gulf Coast where the water is either withdrawn by wells, discharges to the ocean, or gradually percolates upward into overlying aquifers. Drawdowns caused by large groundwater withdrawals along the coast probably have resulted in the gradual movement of the saltwater toward the pumping centers. In parts of the Miocene aquifer system commonly used for water supplies, the water generally is a sodium bicarbonate type. Increasing chloride concentrations in a few wells indicate that saline water is migrating into parts of all layers in the Pascagoula area. A quasi three-dimensional numerical model of the groundwater flow system was constructed and calibrated on the basis of the both pre- and post-development conditions. The effects of an expected 1.5% annual increase in groundwater withdrawals during the period 1985-2005 were evaluated by the flow model. Additional water level declines expected by the year 2005 in response to estimated pumpage are as follows: Gulfport, 135 ft in layer 4; Biloxi-Gulfport area, 100 ft in layer 5 and 50 ft in layer 3; Pascagoula area, 40 ft in layer 6 and 30 ft in layer 4. The most serious threats of saltwater encroachment occur in layers 4, 5, and 6 (the 800-, 600- and 400-ft sands) in the Pascagoula area where contamination of the southern edges of the production areas is expected to occur in less than 10 years. (Author 's abstract)