We have derived a new three-dimensional model of the lithologic structure beneath the city of Memphis, Tennessee, and examined its correlation with measured shear-wave velocity profiles. The correlation is sufficiently high that the better-constrained lithologic model may be used as a proxy for shear-wave velocities, which are required to calculate site-amplification for new seismic hazard maps for Memphis. The lithologic model and its uncertainties are derived from over 1200 newly compiled well and boring logs, some sampling to 500 m depth, and a movingleast-squares algorithm. Seventy-six new shear-wave velocity profiles have been measured and used for this study, most sampling to 30 m depth or less. All log and velocity observations are publicly available via new web sites.