Detailed lithogeochemical data are reported here on early Paleozoic sedimentary rocks that host the large Howards Pass stratiform Zn-Pb deposits in Yukon-Northwest Territories. Redox-sensitive trace elements (Mo, Re, V, U) and Ce anomalies in members of the Duo Lake Formation record significant environmental changes. During the deposition of lower footwall units (Pyritic siliceous and Calcareous mudstone members), bottom waters were anoxic and sulphidic, respectively; these members formed in a marginal basin that may have become increasingly restricted with time. Relative to lower members, a major environmental change is proposed for deposition of the overlying Lower cherty mudstone member, which contains phosphorite beds up to ∼0.8 m thick in the upper part, near the base of the Zn-Pb deposits. The presence of these beds, together with models for modern phosphorite formation, suggests P input from an upwelling system and phosphorite deposition in an upper slope or outer shelf setting. The overlying Active mudstone member contains stratabound to stratiform Zn-Pb deposits within black mudstone and gray calcareous mudstone. Data for unmineralized black mudstone in this member indicate deposition under diverse redox conditions from suboxic to sulphidic. Especially distinctive in this member are uniformly low ratios of light to heavy rare earth elements that are unique within the Duo Lake Formation, attributed here to the dissolution of sedimentary apatite by downward-percolating acidic metalliferous brines. Strata that overlie the Active member (Upper siliceous mudstone member) consist mainly of black mudstone with thin (0.5–1.5 cm) laminae of fine-grained apatite, recording continued deposition on an upper slope or outer shelf under predominantly suboxic bottom waters. Results of this study suggest that exploration for similar stratiform sediment-hosted Zn-Pb deposits should include the outer parts of ancient continental margins, especially at and near stratigraphic transitions from marginal basin facies to overlying slope or shelf facies.