Twenty-four monitor wells screened in the shallow water-table aquifer and eight monitor wells screened in the upper part of the Memphis aquifer in the Memphis vicinity, Tennessee, were sampled as part of the Mississippi Embayment National Water-Quality Assessment Program. These samples were collected during April and May 1997, and were analyzed for turbidity, water temperature, pH, specific conductance, dissolved oxygen concentration, alkalinity, major ions, nutrients, 18 trace elements, 85 pesticides, 87 volatile organic compounds (VOCs), radioisotopes, and stable isotopes. The Memphis study area consists of 76 square miles of residential-commercial areas ranging in age from 5 to 25 years. Atrazine was the only compound in this study detected at a concentration that exceeded a U.S. Environmental Protection Agency primary drinking-water standard. Manganese, iron, and dissolved solids concentrations in water from some wells exceeded secondary standards. At least one pesticide was detected in water from 24 of 32 wells. The most frequently detected pesticides in water from the monitor wells were atrazine, simazine, and metolachlor. At least one VOC was detected in water from 31 of 32 wells. The most frequently detected VOCs in water from the wells were carbon disulfide, chloroform, m- and pxylenes, tetrachloroethene, and toluene. Water from 17 wells was a sodium bicarbonate type water; water from 12 wells was a calciummagnesium bicarbonate type water; water from 2 wells was a sodium chloride type water; water from 1 well was a sodium mixed anion type water. Based on both tritium and chlorofluorocarbon data, the average age of water from the monitor wells in the Memphis study area was estimated to range from 10 to more than 43 years old. Occurrence of VOCs increased with increasing urban land use.