The U.S. Air Force at Arnold Air Force Base (AAFB), in Coffee and Franklin Counties, Tennessee, is investigating ground-water contamination in selected areas of the base. This report documents the results of a comprehensive investigation of the regional hydrogeology of the AAFB area. Three aquifers within the Highland Rim aquifer system, the shallow aquifer, the Manchester aquifer, and the Fort Payne aquifer, have been identified in the study area. Of these, the Manchester aquifer is the primary source of water for domestic use. Drilling and water- quality data indicate that the Chattanooga Shale is an effective confining unit, isolating the Highland Rim aquifer system from the deeper, upper Central Basin aquifer system. A regional ground-water divide, approximately coinciding with the Duck River-Elk River drainage divide, underlies AAFB and runs from southwest to northeast. The general direction of most ground-water flow is to the north- west or to the northwest or to the southeast from the divide towards tributary streams that drain the area. Recharge estimates range from 4 to 11 inches per year. Digital computer modeling was used to simulate and provide a better understanding of the ground-water flow system. The model indicates that most of the ground-water flow occurs in the shallow and Manchester aquifers. The model was most sensitive to increases in hydraulic conductivity and changes in recharge rates. Particle-tracking analysis from selected sites of ground-water contamination indicates a potential for contami- nants to be transported beyond the boundary of AAFB.