The Sparta and Memphis aquifers in eastern and south-central Arkansas are a major source of water for industrial, public supply, and agricultural uses. An estimated 240 million gallons per day was withdrawn from the Sparta and Memphis aquifers in 1995, an increase of about 17 million gallons per day from 1990. During the spring and early summer of 1995, the water level in the Sparta and Memphis aquifers was measured in 145 wells, the specific conductance of 101 ground-water samples collected from those aquifers was measured. Maps of areal distribution of potentiometric surface and specific conductance generated from these data reveal spatial trends in these parameters across the eastern and south-central Arkansas study area. The altitude of the potentiometric surface ranged from about 206 feet below sea level in Union County to about 307 feet above sea level in Saline County. The potentiometric surface of the Sparta and Memphis aquifers contains cones of depression descending below sea level in the central and southern portions of the study area, and a potentiometric high along the western study area boundary. Major recharge areas exhibit potentiometric highs greater than 200 feet above sea level and specific conductance values less than 200 microsiemens per centimeter, and generally are located in the outcrop/subcrop areas on the southern one-third of the western boundary and the northern portion of the study area. The regional direction of ground-water flow is from the north and west to the south and east, away from the outcrop and subcrop and northern regions, except near areas affected by intense ground-water withdrawals; such areas are manifested by large cones of depression centered in Columbia, Jefferson, and Union Counties. The cones of depression in adjoining Columbia and Union Counties are coalescing at or near sea level. The lowest water level measured was about 206 feet below sea level in Union County. Increased specific conductance values were measured in the areas of the cones of depression in Columbia and Union Counties. The cones of depression centered in Jefferson County coincides with an elongate area where ground water in the aquifer has low specific conductance. This area extends eastward from the outcrop/subcrop region of recharge. This extension of ground water with low specific conductance possibly indicates increased ground-water movement to the east-southeast from the outcrop/subcrop area induced by ground- water withdrawals in Jefferson County. Specific conductance increases markedly to the northeast and gradually to the south of this area. Long-term hydrographs of eight wells in the study areas, during the period 1970-1995, reveal water-level declines ranging from less than 0.5 foot per year in Phillips County to more than 2.0 feet per year in Union County. Water-level declines of greater than 1.5 feet per year generally are associated with the cones of depression centered in Columbia, Jefferson, and Union Counties.