A study was made, in cooperation with the Division of Water Resources, Kansas State Board of Agriculture, to determine geohydrologic conditions in an area comprising nearly 850,000 acres along the Arkansas River valley in Kearny and Finney Counties, southwestern Kansas. The Arkansas River meanders atop and interacts hydraulically with the area's multilayered, unconsolidated aquifer system. Declines in static water levels in wells in the heavily pumped lower aquifer ranged from 20 to 80 feet during 1974-80. The river is dry in much of the area. A digital computer model was calibrated to simulate the trends of historic water levels. Simulated 1974-80 conditions depicted an average annual recharge to the unconsolidated aquifer system of 66,900 acre-feet from precipitation and 36,200 acre-feet from river and canal seepage and boundary inflow. Simulated average annual discharge consisted of 634,800 acre-feet from pumpage and boundary outflow. Simulated average annual recharge to the unconsolidated aquifer system was 531,700 acre-feet less than average annual discharge, indicating the ground-water resource is currently (1982) being mined in the study area. Simulation also indicated that there would be sufficient saturated thickness in 2005 for irrigation if 1980 hydrologic conditions continued. Seepage losses from the Arkansas River and irrigation canals are a major source of recharge to the unconsolidated aquifer system. Therefore, the amount of flow in the Arkansas River would be important in determining the rate of future water-level declines in the study area. Streamflow seepage losses could be decreased by (1) decreasing the number of wells pumping in the study area in order to reduce downward leakage from the valley aquifer, or (2) increasing streamflow discharge in order to recharge the valley aquifer. The rate and direction of flow between the river and the valley aquifer depend on the hydraulic conductivity of the streambed and the hydraulic gradient between the river stage and the water table. As long as river stage remains high, the water table in the valley aquifer continues to rise. Seepage from the river to the valley aquifer decreases as the altitude difference between the river stage and the valley aquifer decreases, becoming insignificant when the water level in the valley aquifer nearly equals river stage. However, a rise in the water table in the valley aquifer because of recharge from the river will correspond to increased downward leakage to the lower aquifer, impeding recharge to the valley aquifer.