Significant water-level declines in the Mississippi River Valley alluvial aquifer prompted the need to better understand the flow system in the aquifer which, in turn, led to the development of digital groundwater flow models of the alluvial aquifer. Two models were developed in the eastern Arkansas study area with the Arkansas River dividing the study area and functioning as a hydrologic boundary to the models. Both models simulate groundwater flow in one layer with recharge entering the aquifer from head-dependent surface infiltration through the overlying confining unit and from seepage through river beds. Digital models were used to simulate flow in the aquifer during seven stress periods between 1918 and 1987. Pumpage used in the simulations ranged from 83,400,000 to 412,000,000 cu ft/d in the north model and from 12,800,000 to 58,500,000 cu ft/d in the south model. Three different spatial and temporal pumpage scenarios were tested to simulate pumpage stress in the models. The pumpage distribution used in the calibrated model was based on a combination of all three scenarios. Several criteria were used during model development to determine how well the model simulated conditions in the aquifer. Potentiometric maps of model-computed water levels were compared to measured data to check the computed water levels and direction of flow. Hydrographs of observation wells were compared to computed water levels at corresponding model cells to assess the temporal distribution of pumpage. A root-mean-square error analysis was performed during calibration by comparing observation-well and model-computed water levels for 1972. Sensitivity analyses were performed to determine the effects of changes in input parameters on computed heads (water levels). Both models were sensitive to changes in recharge and pumpage but the south model generally was less sensitive than the north model.