The Orca Group is a thick, complexly deformed, sparsely fossiliferous sequence of flysch-like sedimentary and tholeiitic volcanic rocks of middle or late Paleocene age that crops out over an area of. roughly 21,000 km2 in the Prince William Sound region and the adjacent Chugach Mountains. The Orca Group also probably underlies a large part of the Gulf of Alaska Tertiary province and the continental shelf south of the outcrop belt; coextensive rocks to the southwest on Kodiak Island are called the Ghost Rocks and Sitkalidak Formations. The Orca Group was pervasively faulted, tightly folded, and metamorphosed regionally to laumontite and prehnite-pumpellyite facies prior to, and perhaps concurrently with, intrusion of early Eocene granodiorite and quartz monzonite plutons. In eastern Prince William Sound, 95% of the Orca sedimentary rocks are interbedded feldspathic and lithofeldspathic sandstone, siltstone, and mudstone turbidites. Lithic components vary widely in abundance and composition, but labile sedimentary and volcanic grains dominate. A widespread yet minor amount of the mudstone is hemipelagic or pelagic, with scattered foraminifers. Pebbly mudstone with rounded clasts of exotic lithologies and locally conglomerate with angular blocks of deformed sandstone identical to the enclosing matrix are interbedded with the turbidites. Thick and thin tabular bodies of altered tholeiitic basalt are locally and regionally conformable with the sedimentary rocks, and constitute 15-20% of Orca outcrops in eastern Prince William Sound. The basalt consists chiefly of pillowed and nonpillowed flows, but also includes minor pillow breccia, tuff, and intrusive rocks. Nonvolcanic turbidites are interbedded with the basalt; lenticular bioclastic limestone, red and green mudstone, chert, and conglomerate locally overlie the basalt, but are supplanted upward by turbidites. From west to east, basalts within the Orca Group become increasingly fragmental and amygdaloidal. Such textural changes probably indicate shallower water to the east. A radial distribution of paleocurrents and distinctive associations of turbidite facies within the sedimentary rocks suggest that the Orca Group in eastern Prince William Sound was deposited on a westward-sloping, complex deep-sea fan. Detritus was derived primarily from 'tectonized' sedimentary, volcanic, and plutonic rocks. Coeval submarine volcanism resulted in intercalation of basalt within prisms of terrigenous sediment.