During deposition of the Upper Jurassic Morrison Formation, water that originated as precipitation in uplands to the west of the Western Interior depositional basin infiltrated regional aquifers that underlay the basin. This regional groundwater system delivered water into the otherwise dry continental interior basin where it discharged to form two major wetland/lacustrine successions. A freshwater carbonate wetland/lacustrine succession formed in the distal reaches of the basin, where regional groundwater discharged into the Denver-Julesburg Basin, which was a smaller structural basin within the more extensive Western Interior depositional basin. An alkaline-saline wetland/lacustrine complex (Lake T'oo'dichi') formed farther upstream, where shallower aquifers discharged into the San Juan/Paradox Basin, which was another small structural basin in the Western Interior depositional basin. These were both wetlands in the sense that groundwater was the major source of water. Input from surface and meteoric water was limited. In both basins, lacustrine conditions developed during episodes of increased input of surface water. Inclusion of wetlands in our interpretation of what had previously been considered largely lacustrine systems has important implications for paleohydrology and paleoclimatology. The distal carbonate wetland/lacustrine deposits are well developed in the Morrison Formation of east-central Colorado, occupying a stratigraphic interval that is equivalent to the "lower" Morrison but extends into the "upper" Morrison Formation. Sedimentologic, paleontologic, and isotopic evidence indicate that regional groundwater discharge maintained shallow, hydrologically open, well oxygenated, perennial carbonate wetlands and lakes despite the semi-arid climate. Wetland deposits include charophyte-rich wackestone and green mudstone. Lacustrine episodes, in which surface water input was significant, were times of carbonate and siliciclastic deposition in scarce deltaic and shoreline deposits. Marginal lacustrine deposits include ooid and skeletal packstone-grainstone, siltstone, and sandstone. Distal lacustrine units are skeletal mudstone-wackestone, microbialites, and laminated (siliciclastic) mudstone. Differentiation between wetlands and distal lacustrine units is not always possible. Palustrine features, Magadi-type chert (MTC), and evaporites record episodes of increased aridity and exposure. Farther upstream, during deposition of the upper part of the Brushy Basin Member, the ancestral Uncompahgre Uplift imposed a barrier to shallow, eastward-flowing groundwater that discharged into the San Juan/Paradox Basin on the upstream side of the uplift. This created the closed hydrologic setting necessary for development of an alkaline-saline wetland/lacustrine complex ("Lake" T'oo'dichi'). Silicic volcanic ash, delivered by prevailing winds from calderas west and southwest of the basin, contributed to the pore-water evolution in the sediments. A distinctive lateral hydrogeochemical gradient, reflecting increasing salinity and alkalinity in the pore waters, altered the ash to a variety of authigenic minerals that define concentric zones within the basin. The basinward progression of diagenetic mineral zones is smectite???clinoptilolite???analcime ??potassium feldspar???albite. The groundwater-fed wetlands were shallow and frequently evaporated to dryness. Scarce laminated gray mudstone beds record distinct episodes of freshwater lacustrine deposition that resulted from intermittent streams that carried detritus well out into the basin. ?? 2004 Elsevier B.V. All rights reserved.