During the spring of 2008, the U.S. Geological Survey, in cooperation with the Arkansas Natural Resources Commission and the Arkansas Geological Survey, measured 670 water levels in 659 wells completed in the Mississippi River Valley alluvial aquifer in eastern Arkansas. Groundwater levels are affected by groundwater withdrawals resulting in potentiometric-surface depressions. In 2008, the lowest water-level altitude was 69 feet above National Geodetic Vertical Datum of 1929 in the center of Arkansas County. The highest water-level altitude was 288 feet above National Geodetic Vertical Datum of 1929 in northeastern Clay County on the west side of Crowleys Ridge. Two large depressions in the potentiometric surface are located in Arkansas, Lonoke, and Prairie Counties and west of Crowleys Ridge in Craighead, Cross, Lee, Monroe, Poinsett, St. Francis, and Woodruff Counties. The elongated depression in Arkansas, Lonoke, and Prairie Counties has two areas that have changed in horizontal area or depth when compared to previous conditions of the aquifer. The area in Arkansas County in the southeastern half of the depression has not expanded horizontally from recent years, although the center of the depression has deepened. The area in Lonoke and Prairie Counties in the northwestern half of the depression has not expanded and water level in the deeper part of the depression has risen. In Lonoke and Prairie Counties in the northwestern half of the depression, the 90-foot contour shown on the 2006 potentiometric-surface map is not shown on the 2008 potentiometric-surface map. Along the west side of Crowleys Ridge, the area enclosed by 140-foot contour in Cross and Poinsett Counties has expanded further south into Cross County. The 130-foot contour in Poinsett County expanded north in 2008. The 130-foot contour is shown in Cross County, which was not evident in previous years. The 130-foot contour in St. Francis, Monroe, and Woodruff Counties in 2006 is not shown on the 2008 potentiometric-surface map. A map showing the difference in water level was constructed using 595 differences in water levels measured in 585 wells during 2008 and 2004. The difference in measured water levels from 2004 to 2008 ranged from -20.6 feet to 25.9 feet, with a mean of -1.6 feet. The largest decline of -20.6 feet occurred in Randolph County and the largest rise of 25.9 feet occurred in Prairie County. Out of the 595 differences, 442 were declines (74.3 percent), 10 were no difference (values of 0.0 ft) (1.7 percent), and 143 were rises (24.0 percent). Five areas are dominated by declines that are west of Crowleys Ridge; in eastern Craighead County; in southern Mississippi and Crittenden Counties; in eastern Lonoke and western Prairie Counties; and in Arkansas, Ashley, Chicot, Desha, Drew, and Lincoln Counties. Long-term water-level changes were evaluated using hydrographs from 173 wells in the Mississippi River Valley alluvial aquifer for the period 1984 to 2008. The mean annual rise or decline in water level for the entire study area was -0.38 feet per year (ft/yr) with a range of #4.86 to 0.58 ft/yr. Independence and White Counties are the only counties with a mean annual rise from 1984 to 2008. Mean annual declines between -0.50 ft/yr and 0.00 ft/yr occurred in Arkansas, Chicot, Clay, Craighead, Crittenden, Drew, Greene, Jefferson, Mississippi, Monroe, Phillips, Poinsett, Prairie, Pulaski, Randolph, and Woodruff Counties. Mean annual declines between -1.00 ft/yr and -0.50 ft/yr occurred in Ashley, Desha, Jackson, Lee, Lincoln, and St. Francis Counties. Mean annual declines between -1.50 ft/yr and -1.00 ft/yr occurred in Cross and Lonoke Counties. The analysis of long-term water-level changes in Arkansas, Lonoke, and Prairie Counties shows the elongation of the depression in these three counties. Arkansas and Prairie Counties have two different rates of annual decline for the two hydrographs shown for each county. Water levels in the two wells near the Arkansas and White Rivers have risen or declined at a slower rate than in the three wells in the center, northern, and western parts of the depression. These rates of water-level change indicate that this depression has expanded in an elongated direction north and west into Lonoke and Prairie Counties from 1984 to 2008. The depression west of Crowleys Ridge has five wells with hydrographs in or near the depression that can be used to characterize the rates of water-level change within this depression. Water samples were collected from 60 wells completed in the Mississippi River Valley alluvial aquifer and measured onsite for specific conductance and temperature. Specific conductance ranged from 111 microsiemens per centimeter at 25 degrees Celsius (µS/cm) at a well in Lincoln County to 2,020 µS/cm at a well in Desha County. Specific conductance values equaled or exceeded 1,000 µS/cm in Arkansas, Chicot, Cross, Desha, Greene, and Lincoln Counties.