Pyrite and other minerals containing sulfur and trace metals occur in several rock formations throughout Middle and East Tennessee. Pyrite (FeS2) weathers in the presence of oxygen and water to form iron hydroxides and sulfuric acid. The weathering and interaction of the acid on the rocks and other minerals at road cuts can result in drainage with low pH (< 4) and high concentrations of trace metals. Acid-rock drainage can cause environmental problems and damage transportation infrastructure. The formation and remediation of acid-drainage from roads cuts has not been researched as thoroughly as acid-mine drainage. The U.S Geological Survey, in cooperation with the Tennessee Department of Transportation, is conducting an investigation to better understand the geologic, hydrologic, and biogeochemical factors that control acid formation at road cuts. Road cuts with the potential for acid-rock drainage were identifed and evaluated in Middle and East Tennessee. The pyrite-bearing formations evaluated were the Chattanooga Shale (Devonian black shale), the Fentress Formation (coal-bearing), and the Precambrian Anakeesta Formation and similar Precambrian rocks. Conceptual models of the formation and transport of acid-rock drainage (ARD) from road cuts were developed based on the results of a literature review, site reconnaissance, and the initial rock and water sampling. The formation of ARD requires a combination of hydrologic, geochemical, and microbial interactions which affect drainage from the site, acidity of the water, and trace metal concentrations. The basic modes of ARD formation from road cuts are; 1 - seeps and springs from pyrite-bearing formations and 2 - runoff over the face of a road cut in a pyrite-bearing formation. Depending on site conditions at road cuts, the basic modes of ARD formation can be altered and the additional modes of ARD formation are; 3 - runoff over and through piles of pyrite-bearing material, either from construction or breakdown material weathered from shale, and 4 - the deposition of secondary-sulfate minerals can store trace metals and, during rainfall, result in increased acidity and higher concentrations of trace metals in storm runoff. Understanding the factors that control ARD formation and transport are key to addressing the problems associated with the movement of ARD from the road cuts to the environment. The investigation will provide the Tennessee Department of Transportation with a regional characterization of ARD and provide insights into the geochemical and biochemical attributes for the control and remediation of ARD from road cuts.