The Mississippi River alluvial aquifer underlies a 7,000-square-mile area of the Mississippi River alluvial plain in northwestern Mississippi, an area locally known as the Delta. The alluvial aquifer is the most heavily pumped aquifer in Mississippi, and wells yielding more than 2,000 gallons per minute are common. About 98 percent of the pumpage from the alluvial aquifer is for agriculture. The sand and gravel that form the alluvial aquifer averages about 110 feet in thickness. The aquifer is confined over most of the Delta, and the upper confining unit averages about 25 feet in thickness. The average depth to water in the alluvial aquifer during fall 1999 was about 25 feet. The alluvial aquifer receives lateral recharge at the western boundary from the Mississippi River and at the eastern boundary from aquifers that directly underlie the Bluff Hills. The alluvial aquifer receives water vertically from precipitation, internal streams and lakes, and locally from the Cockfield and Sparta aquifers where they directly underlie the alluvial aquifer. The alluvial aquifer also discharges water to the underlying aquifers, and during extended periods with no surface runoff, to the Mississippi River and to the internal streams and lakes. The magnitude of recharge from the Mississippi River, precipitation, and internal lakes and streams can vary greatly depending upon hydrologic and climatic conditions. The U.S. Geological Survey modular threedimensional finite-difference ground-water flow model, MODFLOW, was used to simulate the Mississippi River alluvial aquifer flow system in northwestern Mississippi. The model uses one layer with a rectangular-grid and 1-mile square cells to represent the alluvial aquifer. The model was calibrated and verified by using spring and fall water-level measurements from January 1988 through December 1996. The values of selected model calibration-derived parameters for the alluvial aquifer are hydraulic conductivity, 425 feet per day; specific yield, 0.32; and storage coefficient, 0.016. The model showed that the aquifer lost water from storage at an average rate of 404 cubic feet per second during the 9-year simulation period. During this period, the average pumpage rate was 1,270 million gallons per day (1,980 cubic feet per second). Simulated areal recharge from precipitation averaged 2.6 inches per year (1,360 cubic feet per second). Vertical recharge from the internal streams and lakes and lateral recharge from aquifers underlying the Bluff Hills averaged 113 and 108 cubic feet per second, respectively. Model results indicated that net recharge from the Mississippi River and from aquifers directly underlying the alluvial aquifer was small.