Data describing the aquifer framework and steady-state regional flow were assembled for the Mississippi River Valley alluvial aquifer north of Vicksburg, Mississippi. The aquifer is part of the Mississippi embayment aquifer system. The 60 to 140 ft thick alluvial aquifer grades from gravel at the bottom to fine sand near the top. It is overlain by the Mississippi River Valley confining unit, which consists of 10 to 50 ft of silts, clays, and fine-grained sands. Underlying units consist of alternating sands and clays corresponding to regional hydrogeologic units of the Mississippi embayment aquifer system. The three-layer finite difference model was used to simulate two-dimensional confined or unconfined steady-state flow for predevelopment and 1972. Preliminary analysis of predevelopment flow indicates that recharge to the alluvial aquifer was from underlying aquifers and the confining unit. Rivers accounted for almost all discharge. Pumpage from the alluvial aquifer for irrigation substantially changed regional flow direction toward depressions in the potentiometric surface. Recharge from rivers and the confining unit increased and recharge from underlying aquifers decreased. Discharge to underlying aquifers increased and discharge to rivers decreased. Recharge from the confining unit reached a maximum of 1.3 inch/year for large parts of the aquifer. Nearly all drawdown exceeding 20 ft was at two locations in Arkansas--the Grande Prairie region, and west of Crowleys Ridge. Model results indicate the importance of leakage from rivers and the confining unite to providing recharge to sustain large amounts of pumpage from the alluvial aquifer.