The composition of nonmarine shales of Cretaceous age that contain less than 1 per cent organic carbon is assumed to represent the inherited minor-element composition of clayey sediments delivered to the Cretaceous sea that occupied the western interior region of North America. Differences in minor-element content between these samples and samples of 1. (a) nonmarine carbonaceous shales (1 to 17 per cent organic carbon), 2. (b) nearshore marine shales (less than 1 per cent organic carbon), and 3. (c) offshore marine shales (as much as 8 per cent organic carbon), all of the same age, reveal certain aspects of the role played by clay minerals and organic materials in affecting the minor-element composition of the rocks. The organic carbon in the nonmarine rocks occurs in disseminated coaly plant remains. The organic carbon in the marine rocks occurs predominantly in humic material derived from terrestrial plants. The close similarity in composition between the organic isolates from the marine samples and low-rank coal suggests that the amount of marine organic material in these rocks is small. The minor-element content of the two kinds of nonmarine shales is the same despite the relatively large amount of organic carbon in the carbonaceous shales. The nearshore marine shales, however, contain larger median amounts of arsenic, boron, chromium, vanadium and zinc than do the nonmarine rocks; and the offshore marine shales contain even larger amounts of these elements. Cobalt, molybdenum, lead and zirconium show insignificant differences in median content between the nonmarine and marine rocks, although as much as 25 ppm molybdenum is present in some offshore marine samples. The gallium content is lower in the marine than in the nonmarine samples. Copper and selenium contents of the two kinds of nonmarine rocks and the nearshore marine samples are the same, but those of the offshore samples are larger. In general, arsenic, chromium, copper, molybdenum, selenium, vanadium and zinc are concentrated in those offshore marine samples having the largest amounts of organic carbon, but samples with equal amounts of vanadium, for instance, may differ by a factor of 3 in their amount of organic carbon. Arsenic and molybdenum occur in some samples chiefly in syngenetic pyrite but also are present in relatively large amounts in samples that contain little pyrite. The data on nonmarine carbonaceous shales indicate that organic matter of terrestrial origin in marine shales contributes little to the minor-element content of such rocks. It is possible that marine organic matter, even though seemingly small in amount in marine shales, contributes to the minor-element composition of the shales. In addition to any such contribution, however, the great effectiveness in sorption processes of humic materials in conjunction with clay minerals suggests that such processes must have played an important role as these materials moved from the relatively dilute solutions of the nonmarine environment to the relatively concentrated solution of sea water. The volumes of sea water sufficient to supply for sorption the amounts of most minor elements in the offshore marine samples are insignificant compared to the volumes of water with which the clay and organic matter were in contact during their transportation and sedimentation. Consequently, the chemical characteristics of the environment in which the clay minerals and organic matter accumulated and underwent diagenesis probably were the most important factors in controlling the degree to which sorption processes and the formation of syngenetic minerals affected the final composition of the rocks. ?? 1969.