Naval Support Activity (NSA) Memphis is a Department of the Navy facility located at the City of Millington, Tennessee, about 5 miles north of Memphis. Contaminants have been detected in surface-water, sediment, and ground-water samples collected at the facility. As part of the Installation Restoration Program, the Navy is considering remedial-action options to prevent or lessen the effect of ground-water contamination at the facility and to control the movement and discharge of contaminants. A numerical model of the ground-water-flow system in the area of NSA Memphis was constructed and calibrated so that quantifiable estimates could be made of ground-water-flow rates, direction, and time-of-travel. The sediments beneath NSA Memphis, to a depth of about 200 feet, form a shallow aquifer system. From youngest to oldest, the stratigraphic units that form the shallow aquifer system are alluvium, loess, fluvial deposits, and the Cockfield and Cook Mountain Formations. The shallow aquifer system is organized into five hydrogeologic units: (1) a confining unit composed of the relatively low permeability sediments of the upper alluvium and the loess; (2) the A1 aquifer comprising sand and gravel of the lower alluvium and the fluvial deposits, and sand lenses in the upper part of the preserved section of the Cockfield Formation; (3) a confining unit composed of clay and silt within the upper part of the Cockfield Formation; (4) the Cockfield aquifer comprising sand lenses within the lower part of the preserved section of the Cockfield Formation; and (5) a confining unit formed by low permeability sediments of the Cook Mountain Formation that composes the upper confining unit for the Memphis aquifer. Thicknesses of individual units vary considerably across the facility. Structural and depositional features that affect the occurrence of ground water in the shallow aquifer system include faulting, an erosional scarp, and 'windows' in the confining units. Underlying the shallow aquifer system is the Memphis aquifer, the primary source of water for NSA Memphis and the City of Memphis, Tennessee. Analyses of sediment cores, aquifer and well specific-capacity tests, and numerical modeling were used to estimate the hydraulic characteristics of units of the shallow aquifer system. The vertical hydraulic conductivity of core samples of the alluvium-loess confining unit ranged from about 8.5 x 10-5 to 1.6 x 10-2 feet per day, and the total porosity of the samples ranged from about 35 to 48 percent. The results of the aquifer test were used to estimate a horizontal hydraulic conductivity of about 5 feet per day for the alluvial-fluvial deposits aquifer. The total porosity of core samples of the alluvial-fluvial deposits aquifer ranged from about 22 to 39 percent. The vertical hydraulic conductivity of core samples of the Cockfield confining unit ranged from about 4.5 x 10-5 to 2.5 x 10-3 feet per day, and the total porosity ranged from about 41 to 55 percent. Well specific-capacity tests indicate that the horizontal hydraulic conductivity of sand units that compose the Cockfield aquifer range from about 0.5 to 3 feet per day. The vertical hydraulic conductivity of core samples of the Cook Mountain confining unit ranged from about 5.0 x 10-6 to 9.9 x 10-4 feet per day. Total porosity of core samples of the Cook Mountain confining unit ranged from about 30 to 42 percent. Ground-water flow and time-of-travel in the shallow aquifer system were simulated using the MODFLOW finite-difference model and the -particle-tracking program MODPATH. A three-layer, steady-state model of the shallow aquifer system was constructed and calibrated to the potentiometric surface of the A1 aquifer. Results of numerical modeling support the proposed conceptual hydrogeologic model of the shallow aquifer system. Ground-water time-of-travel in the A1 aquifer was simulated using an assumed effective porosity of 25 percent. Typical ground-water-flow velocities were on the or