Fresh water in abundance is contained in large artesian reservoirs in sand and gravel deposits of Tertiary and Quaternary ages in the Pearl River basin, a watershed of 8,760 square miles. Shallow, water-table reservoirs occur in Quarternary deposits (Pleistocene and Holocene) that blanket most of the uplands in .the southern half of the basin and that are present in smaller upland areas and along streams elsewhere. The shallow reservoirs contribute substantially to dry-weather flow of the Strong River and Bogue Chitto and of Holiday, Lower Little, Silver, and Whitesand Creeks, among others. About 3 billion acre-feet of ground water is in storage in the fresh-water section, which extends from the surface to depths ranging from about sea level in the extreme northern part of the basin to more than 3,000 feet below sea level in the southern part of the basin. Variations in low flow for different parts of the river basin are closely related to geologic terrane and occurrence of ground water. The upland terrace belt that crosses the south-central part of the basin is underlain by permeable sand and gravel deposits and yields more than 0.20 cubic feet per second per square mile of drainage area to streamflow, whereas the northern part of the basin, underlain by clay, marl, and fine to medium sand, yields less than 0.05 cubic feet per second per square mile of drainage area (based on 7-day Q2 minimum flow computed from records). Overall, the potential surface-water supplies are large. Because water is available at shallow depths, most of the deeper aquifers have not been developed anywhere in the basin. At many places in the south, seven or more aquifers could be developed either by tapping one sand in each well or by screening two or more sands in a single well. Well fields each capable, of producing several million gallons of water a day are feasible nearly anywhere in the Pearl River basin. Water in nearly all the aquifers is of good to excellent quality and requires little or no treatment for most uses. The water is a soft, sodium bicarbonate type and therefore has a low to moderate dissolved-solids content. Mineral content increases generally downdip in an aquifer. Excessive iron, common in shallow aquifers, is objectionable for some water uses. Water from the streams, except in salty tidal reaches, is less mineralized than ground water; in 10 sites the median dissolved-solids content in streamflow was 50 milligrams per liter or less. Moderately intensive ground-water development has been made in the Bogalusa area, Louisiana; at the Mississippi Test Facility, Hancock County, Miss. ; and in the Jackson area, Mississippi. Wells with pumping rates of 500 to 1,000 gallons per minute each are common throughout the Pearl River basin, and some deep wells flow more than 3,000 gallons per minute in the coastal lowland areas. Probably 20 million gallons per day of artesian water flows uncontrolled from wells in the southern part of the basin. Ground-water levels, except in the higher altitudes, are within 60 feet of the surface, and flowing wells are common in the valleys and in the coastal Pine Meadows. Decline of water level is a problem in only a few small areas. Saline water as a resource is available for development from aquifers and streams near the coast and from aquifers at considerable depth in most of the Pearl River basin. Pollution is a problem in oil fields and in reaches of some streams below sewage and other waste-disposal points. The basin estuary contains water of variable quality but has potential for certain water-use developments that will require special planning and management.