The most widely used aquifer for industry and public supply in the Mississippi embayment in Arkansas, Louisiana, Mississippi, and Tennessee is the Sparta-Memphis aquifer. Decades of pumping from the Sparta-Memphis aquifer have affected ground-water levels throughout the Mississippi embayment. Regional assessments of water-level data from the aquifer are important to document regional water-level conditions and to develop a broad view of the effects of ground-water development and management on the sustainability and availability of the region's water supply. This information is useful to identify areas of water-level declines, identify cumulative areal declines that may cross State boundaries, evaluate the effectiveness of ground-water management strategies practiced in different States, and identify areas with substantial data gaps that may preclude effective management of ground-water resources. A ground-water flow model of the northern Mississippi embayment is being developed by the Mississippi Embayment Regional Aquifer Study (MERAS) to aid in answering questions about ground-water availability and sustainability. The MERAS study area covers parts of eight states including Alabama, Arkansas, Illinois, Kentucky, Louisiana, Mississippi, Missouri, and Tennessee and covers approximately 70,000 square miles. The U.S. Geological Survey (USGS) and the Mississippi Department of Environmental Quality Office of Land and Water Resources measured water levels in wells completed in the Sparta-Memphis aquifer in the spring of 2007 to assist in the MERAS model calibration and to document regional water-level conditions. Measurements by the USGS and the Mississippi Department of Environmental Quality Office of Land and Water Resources were done in cooperation with the Arkansas Natural Resources Commission; the Arkansas Geological Survey; Memphis Light, Gas and Water; Shelby County, Tennessee; and the city of Germantown, Tennessee. In 2005, total water use from the Sparta-Memphis aquifer in the Mississippi embayment was about 540 million gallons per day (Mgal/d). Water use from the Sparta-Memphis aquifer was about 170 Mgal/d in Arkansas, about 68 Mgal/d in Louisiana, about 97 Mgal/d in Mississippi, and about 205 Mgal/d in Tennessee. The author acknowledges, with great appreciation, the efforts of the personnel in the U.S. Geological Survey Water Science Centers of Arkansas, Kentucky, Louisiana, Mississippi, Missouri, and Tennessee, and the Mississippi Department of Environmental Quality Office of Land and Water Resources that participated in the planning, water-level measurement, data evaluation, and review of the potentiometric-surface map. Without the contribution of data and the technical assistance of their staffs, this report would not have been completed.