An investigation of potential leakage of leachate from the Shelby County landfill near Memphis, West Tennessee, was conducted during 1986-87. The migration of leachate from the landfill to the shallow alluvial aquifer system and the potential leakage to the deeper confined Memphis aquifer of Tertiary age were investigated. A network of observation wells was drilled to determine water levels and aquifer properties in the shallow and deep aquifers as well as in the confining layer. Water samples were collected to define potential leachate occurrence. A depression in the water table within the shallow alluvial aquifer was defined from the water-level data. Drawdowns within the cone of depression are as much as 14 feet lower than the adjoining Wolf River. Recharge from the river and leachate from the landfill moves toward the depression. The presence of leachate within the shallow aquifer was confirmed from determinations of dissolved solids and dissolved chloride concentrations and comparisons with areas away from the aflected zone. Leakage from the water-table aquifer to the Memphis aquifer was confirmed from chemical analyses and hydraulic-head data. Dissolved-solids concentrations in water samples from the upper Memphis aquifer near the landfill are higher than in samples from the Memphis aquifer in unaffected areas. Tritium activities in water samples from the upper Memphis aquifer were as high as 34 pico-Curies per liter indicating recent recharge to the Memphis aquifer. The presence of synthetic organic compounds and elevated concentrations of dissolved solids, chloride, and trace metals indicate the leachate has aflected water quality in the alluvial aquifer. Vertical migration of ground water could transmit leachate down to the Memphis aquifer. Although water-quality data indicate that water is leaking from the alluvial aquifer to the Memphis aquifer, most of the data do not indicate the occurrence of leachate in the Memphis aquifer. Chemical data from one well in the Memphis aquifer near the landfill indicates a slightly elevated dissolved-chloride concentration, but the data are limited.