Models of P- and S-wave velocity, Vp/Vs ratios, Poisson's ratios, and density for the crust and upper mantle are presented along a 400-km-long profile trending from Memphis, Tennessee, to St. Louis, Missouri. The profile crosses the New Madrid seismic zone and reveals distinct regional variations in the crustal velocity structure north and south of the latitude of New Madrid. In the south near Memphis, the upper few kilometers of the crust are dominated by upper crustal sedimentary basins or graben with P-wave velocities less than 5 km/sec and S-wave velocities of about 2 km/sec. P-wave velocities of the upper and middle crust range from 6.0 to 6.5 km/sec at depths above 25 km, and corresponding S-wave velocities range from 3.5 to 3.7 km/sec. The lower crust consists of a high-velocity layer (Vp = 7.4 km/sec; Vs ~4.2 km/sec) that is up to 20-km thick at the latitude of New Madrid but thins to about 15 km near Memphis. To the north, beneath the western-most Illinois basin, low-velocity (Vp < 5 km/sec; Vs < 2.3 km/sec) sedimentary basins are less than 1-km deep. The average velocities (Vp = 6.0 km/sec; Vs = 3.5 km/sec) of the underlying, near-surface rocks argue against large thickness of unconsolidated noncarbonate sediments within 50 km of the western edge of the Illinois basin. Most of the crust beneath the Illinois basin is modeled as one layer, with velocities up to 6.8 km/sec (Vs = 3.7 km/sec) at 37-km depth. The thick, high-velocity (Vp = 7.4 km/sec; Vs ~4.2 km/sec) lower crustal layer thins from about 20 km near New Madrid to about 6 km beneath the western Illinois basin. Refractions from the Moho and upper mantle occur as first arrivals over distances as a great as 160 km and reveal upper mantle layering to 60 km depth. Upper mantle layers with P-wave velocities of 8.2 km/sec (Vs = 4.5 km/sec) and 8.4 km/sec (Vs = 4.7 km/sec) are modeled at 43 and 60 km depth, respectively. Crustal Vp/Vs ratios range between 1.74 and 1.83, and upper mantle Vp/V s ratios range from 1.78 to 1.84. Poisson's ratios range from about 0.26 to 0.33 in the crust and from about 0.27 to 0.29 in the upper mantle. Modeled average densities range from about 2.55 in the sedimentary basins to 3.43 in the upper mantle. Geophysical characteristics of the crust and upper mantle within the New Madrid seismic zone are consistent with other continental rifts, but the crustal structure of the Illinois basin is not characteristics of most continental rift settings. Seismic and gravity data suggest a buried horst near the middle of Reelfoot rift, beneath which is a vertical zone of seismicity and velocity anomalies. The relative depth of the Reelfoot rift north and south of the Reelfoot graben suggests that the rift and its bounding faults may extend eastward beneath the city of Memphis.