The upper, middle, and lower Catahoula aquifers in the vicinity of the cites of Laurel and Hattiesburg in southern Mississippi are made up of irregular, discontinuous sand zones in the Catahoula Formation of Miocene age. In places thee three aquifers may be hydraulically well connected, and are referred to as the Catahoula aquifer system. Withdrawal from the Catahoula aquifers increased from 28 million gallons per day (Mgal/d) to 41 Mgal/d during 1970 to 1985, and decreased to 38 Mgal/d during 1990. Most withdrawal in the Laurel area is from the lower and middle Catahoula, and most withdrawal in the Hattiesburg area is from the middle and upper Catahoula aquifers. In the Laurel area, water levels in selected wells in the lower Catahoula aquifer declined at rates ranging from about 1 to 3.6 feet/ year until the late 1980's in response to the increase in pumping. A three-dimensional model was developed to represent ground-water flow in the Catahoula aquifers. Simulated water levels in the lower Catahoula aquifer, the layer most affected by pumping, were lowered from predevelopment levels as much as 130 feet in the Laurel area and 100 feet in the Hattiesburg area, according to the model analysis of 1992 conditions. Three scenarios of increased pumpage, for the period 1992-2020, were simulated. Under the low-growth scenario, water- level declines would be 20 feet or less below 1992 water levels in the middle and upper Catahoula aquifer in the Hattiesburg area, and about 60 feet in the lower Catahoula aquifer in the Laurel area. Under the moderate-growth scenario, water-level declines would be 40 feet or less below 1992 water levels in the middle Catahoula aquifer in the Hattiesburg area. Water-level declines would be about 110 feet in the lower Catahoula aquifer in the Laurel area, and water levels would approach the top of the aquifer. Under the high-growth scenario, water-level declines would be 40 feet or less in the upper Catahoula aquifer and about 80 feet in the middle Catahoula, with the largest declines occurring in the Hattiesburg area. Water levels would decline about 130 feet and would be drawn down below the top of the lower Catahoula aquifer in the Laurel area under the high-growth scenario.