The Cockfield and Wilcox aquifers are secondary sources of water for local use in southern and northeastern Arkansas, where in 1995 more than 51 million gallons per day of water was withdrawn. During October 1996 to July 1997, water levels in the Cockfield and Wilcox aquifers were measured in 104 wells in Arkansas. The potentiometric surface data reveal spatial trends in both aquifers across the study areas. The regional direction of ground-water flow of the Cockfield aquifer is generally southeastward, away from the outcrop area, except where affected by intense ground-water withdrawals. The potentiometric surface indicates that heavy pumpage has altered or reversed the natural direction of flow in some areas. Flow in these areas is toward centers of pumping within cones of depression. A cone of depression caused by the pumpage near Greenville, Mississippi, extends into Chicot, Desha, and Drew Counties. This cone of depression has altered flow patternArkansas. Long-term hydrographs of six wells, during the period 1971-1996, showed water levels declined at an average rate between 0.5 and 1.0 foot per year at these locations. The regional direction of ground-water flow in the Wilcox aquifers is generally toward the east and south, away from the outcrop except where water levels are affected by intense ground-water withdrawals. The potentiometric surface indicates that heavy pumpage has altered or reversed the natural direction of ground-water flow in some areas. Flow in these areas is toward centers of pumping within cones of depression. Two cones of depression are centered in the vicinity of Paragould and West Memphis, Arkansas, where ground-water withdrawals have altered the natural direction of flow. Long-term hydrographs of seven wells, during the period 1971- 1996, show water-level declines in the Wilcox aquifer in northeastern Arkansas generally were between 0.5 and 1.0 foot per year but were more than 1.0 foot per year in two wells. The U.S. Geological Survey in cooperation with the Arkansas Soil and Water Conservation Commission and the Arkansas Geological Commission has monitored water levels in the Cockfield and Wilcox aquifers since the 1960's. During October 1996 to July 1997, 53 water-level measurements were made in wells completed in the Cockfield aquifer, 13 water-level measurements were made in wells completed in the Wilcox aquifer in southern Arkansas, and 38 water-level measurements were made in wells com- pleted in the Wilcox aquifer in northeastern Arkansas. The purpose of these measurements was to provide information to describe the recent potentiometric surfaces and long-term water-level trends in the Cockfield and Wilcox aquifers. This report presents the results as potentiometric surface maps and as long-term water-level hydrographs.