The Mississippi Embayment Regional Aquifer Study groundwater-flow model was used to simulate the potential effects on future groundwater withdrawals at five powerplant sites-Gleason, Weakley County, Tennessee; Tenaska, Haywood County, Tennessee; Jackson, Madison County, Tennessee; Southaven, DeSoto County, Mississippi; and Magnolia, Benton County, Mississippi. The scenario used in the simulation consisted of a 30-year average water-use period followed by a 30-day peak water-demand period. Effects of the powerplants on the aquifer system were evaluated by comparing the difference in simulated water levels in the aquifers at the end of the scenario (30 years plus 30 days) with and without the combined-cycle-plant withdrawals. Simulated potentiometric surface declines in source aquifers at potential combined-cycle-plant sites ranged from 56 feet in the upper Wilcox aquifer at the Magnolia site to 20 feet in the Memphis aquifer at the Tenaska site. The affected areas in the source aquifers at the sites delineated by the 4-foot potentiometric surface-decline contour ranged from 11,362 acres at Jackson to 535,143 acres at Southaven. The extent of areas affected by potentiometric surface declines was similar at the Gleason and Magnolia sites. The affected area at the Tenaska site was smaller than the affected areas at the other sites, most likely as a result of lower withdrawal rates and greater aquifer thickness. The extent of effect was smallest at the Jackson site, where the nearby Middle Fork Forked Deer River may act as a recharge boundary. Additionally, the Jackson site lies in the Memphis aquifer outcrop area where model-simulated recharge rates are higher than in areas where the Memphis aquifer underlies less permeable deposits. The potentiometric surface decline in aquifers overlying or underlying a source aquifer was generally 2 feet or less at all the sites except Gleason. At the Gleason site, withdrawals from the Memphis aquifer resulted in declines of as much as 9 feet in the underlying Fort Pillow aquifer. The simulated potentiometric surface change occurring in the Fort Pillow aquifer appears to be the result of leakage through the Flour Island Formation separating the Memphis and Fort Pillow aquifers where this confining unit is thin, sandy, or absent.