The Eutaw-McShan aquifer and Tuscaloosa aquifer system in northeastern Mississippi were investi- gated to better understand the hydrogeology and the ground-water flow in and between the aquifers. A numerical model was developed to simulate ground- water flow for prepumping and pumping conditions, and model simulatons projected the possible effects of increased ground-water withdrawals. The five aquifers studied, from youngest to oldest, are the Eutaw-McShan, Gordo, Coker, massive sand, and the Lower Cretaceous aquifers. The finite-difference computer code MODFLOW was used to represent the flow system. The model grid covers 33,440 square miles, primarily in northeastern Mississippi, but includes parts of northwestern Alabama, southwestern Tennessee, and eastern Arkansas. A comparison of the simulated predevelopment and 1992 potentiometric surfaces for the aquifers shows an overall water- level decline. Simulated water levels declined an average of 53 and 44 feet in the confined parts of the Eutaw-McShan and Gordo aquifers, respectively. However, the area near Tupelo had a significant rise in water levels due to decreased pumpage from the Eutaw-McShan and Gordo aquifers compared to the simulated potentiometric surface for 1978.