The Nacatoch Sand and Tokio Formation aquifers in southwestern Arkansas and the Nacatoch Sand aquifer in northeastern Arkansas are sources of water for industrial, public supply, domestic, and agricultural uses. Potentiometric-surface maps were constructed from water-level measurements made in 60 wells completed in the Nacatoch Sand and 50 wells completed in the Tokio Formation during February 2005. Aquifers in the Nacatoch Sand and Tokio Formation are hereafter referred to as the Nacatoch aquifer and Tokio aquifer, respectively. The direction of ground-water flow in the Nacatoch aquifer in northeastern Arkansas generally is towards the southeast. The potentiometric high is located along the north and northwestern boundaries of the area. The direction of ground-water flow in the Nacatoch aquifer in southwestern Arkansas is towards the south-southeast in Little River, Miller, and Hempstead Counties and to the east-southeast in Nevada and Clark Counties. The potentiometric high is located within the outcrop area in north-central Hempstead County. A cone of depression exists in the Nacatoch aquifer at Hope in southeastern Hempstead County. The direction of ground-water flow in the Tokio aquifer in southwestern Arkansas generally is towards the south or southeast. The potentiometric high is within the outcrop area. An area of artesian flow exists in southeastern Pike, northeastern Hempstead, and northwestern Nevada Counties. One apparent cone of depression might exist northwest of Hope in Hempstead County. In northeastern Arkansas, withdrawals from the Nacatoch aquifer increased by 516 percent from 1965 to 2000. In southwestern Arkansas, withdrawals from Nacatoch aquifer and Tokio aquifer increased by 125 percent and 201 percent, respectively, from 1965 to 1980 and decreased by 93 percent and 80 percent, respectively, from 1980 to 2000. Long-term hydrographs were prepared for 10 wells in the study areas. Changes in water levels in some wells may be associated with changes in withdrawals from the respective aquifers.