A karst-unconformity play at the top of the Ordovician Beekmantown Dolomite is judged to have great petroleum potential in Ohio and adjacent states; wells have high ultimate reserves and large areas remain untested. To better understand the origin, development, and distribution of Beekmantown porosity, we conducted a petrologic-stratigraphic study of cores and thin sections from 15 oil and gas wells. The massive dolomite, characterized by a hypidiotopic-idiotopic texture, formed by the replacement of stacked peritidal carbonate cycles. Secondary porosity occurs at two scales: (1) mesoscopic - breccia porosity, solution-enlarged fractures, large vugs, and caverns, and (2) microscopic - intercrystalline, intracrystalline, molds, small vugs, and microfractures. Mesoscopic pores (providing the major storage capacity in this reservoir) were produced by intrastratal solution and collapse of carbonate layers, whereas microscopic pores (connecting the larger pores) generally formed by the leaching of individual carbonate grains and crystals. Most pore types developed during periods of subaerial exposure across the carbonate bank, tied to either the numerous, though brief falls of relative sea level during Beekmantown deposition or more importantly the prolonged Knox unconformity at the close of sedimentation. The distribution of reservoir-quality porosity is quite heterogeneous, being confined vertically to a zone immediately below the unconformity and best developed laterally beneath buried hills and noses of this erosion surface. The inferred, shallow flow of ground water in the Beekmantown karst, primarily below topographic highs and above a diagenetic base level close to the water table, led to this irregular distribution of porosity.