The sedimentary rocks of early Late Cretaceous age in Weston County, Wyo., on the east flank of the Powder River Basin, are assigned, in ascending order, to the Belle Fourche Shale, Greenhorn Formation, and Carlile Shale. In Johnson County, on the west flank of the basin, the lower Upper Cretaceous strata are included in the Frontier Formation and the overlying Cody Shale. The Frontier Formation and some of the laterally equivalent strata in the Rocky Mountain region contain major resources of oil and gas. These rocks also include commercial deposits of bentonite. Outcrop sections, borehole logs, and core studies of the lower Upper Cretaceous rocks near Osage, in Weston County, and Kaycee, in Johnson County, supplement comparative studies of the fossils in the formations. Fossils of Cenomanian, Turonian, and Coniacian Age are abundant at these localities and form sequences of species which can be used for the zonation and correlation of strata throughout the region. The Belle Fourche Shale near Osage is about 115 m (meters) thick and consists mainly of noncalcareous shale, which was deposited in offshore-marine environments during Cenomanian time. These strata are overlain by calcareous shale and limestone of the Greenhorn Formation. In this area, the Greenhorn is about 85 m thick and accumulated in offshore, open-marine environments during the Cenomanian and early Turonian. The Carlile Shale overlies the Greenhorn and is composed of, from oldest to youngest, the Pool Creek Member, Turner Sandy Member, and Sage Breaks Member. In boreholes, the Pool Creek Member is about 23 m thick and consists largely of shale. The member was deposited in offshoremarine environments in Turonian time. These rocks are disconformably overlain by the Turner Sandy Member, a sequence about 50 m thick of interstratified shale, siltstone, and sandstone. The Turner accumulated during the Turonian in several shallow-marine environments. Conformably overlying the Turner is the slightly calcareous shale of the Sage Breaks Member, which is about 91 m thick. The Sage Breaks was deposited mostly during Coniacian time in offshore-marine environments. In Johnson County, the Frontier Formation consists of the Belle Fourche Member and the overlying Wall Creek Member, and is overlain by the Sage Breaks Member of the Cody Shale. Near Kaycee, the Belle Fourche Member is about 225 m thick and is composed mostly of interstratified shale, siltstone, and sandstone. These strata are mainly of Cenomanian age and were deposited largely in shallow-marine environments. In this area, the Belle Fourche Member is disconformably overlain by the Wall Creek Member, which is about 30 m thick and grades from interlaminated shale and siltstone at the base of the member to sandstone at the top. The Wall Creek accumulated during Turonian time in shallowmarine environments. These beds are overlain by the Sage Breaks Member of the Cody. Near Kaycee, the Sage Breaks is about 65 m thick and consists mainly of shale which was deposited in offshoremarine environments during Turonian and Coniacian time. Lower Upper Cretaceous formations on the east side of the Powder River Basin can be compared with strata of the same age on the west side of the basin. The Belle Fourche Shale at Osage is represented near Kaycee by most of the Belle Fourche Member of the Frontier. The Greenhorn at Osage contrasts with beds of similar age in the Belle Fourche at Kaycee. An upper part of the Greenhorn Formation, the Pool Creek Member of the Carlile Shale, and the basal beds of the Turner Sandy Member of the Carlile, in Weston County, are represented by a disconformity at the base of the Wall Creek Member of the Frontier in southern Johnson County. A middle part of the Turner in the vicinity of Osage is the same age as the Wall Creek Member near Kaycee. A sequence of beds in the upper part of the Turner and in the overlying Sage Breaks in Weston County is the same age as most of the Sage Breaks M