The lower Eocene Willwood Formation of northwest Wyoming is a 700 m thick accumulation of alluvial floodplain and channel mudstones and sandstones, nearly all of which show paleopedogenic modifications. Pedogenesis of Willwood sandstones is indicated by taproot and vertebrate and invertebrate bioturbation, early local cementation by calcium carbonate, and thin illuviation cutans on clastic grains. Pedogenesis in Willwood mudstones is indicated by plant bioturbation, insect and other invertebrate burrow casts and lebensspuren; free iron, aluminum, and manganese mobilization, including hydromorphic gleying; sesquioxide and calcareous glaebule formation in lower parts of the solum; presence of clay-rich and organic carbon-rich zones; and well differentiated epipedons and albic and spodic horizons. Probable A horizons are also locally well developed. Occurrence of variegated paleosol units in thick floodplain mudstone deposits and their association with thin, lenticular, and unconnected fluvial sandstones in the Willwood Formation of the central and southeast Bighorn Basin suggest that these soils formed during times of rapid sediment accumulation. The tabular geometry and lateral persistence of soil units as well as the absence of catenization indicate that Willwood floodplains were broad and essentially featureless. All Willwood paleosols were developed on alluvial parent materials and are complex in that B horizons of younger paleosols were commonly superimposed upon and mask properties of suspected A and B horizons of the next older paleosols. The soils appear to be wet varieties of the Spodosol and Entisol groups (aquods and ferrods, and aquents, respectively), though thick, superposed and less mottled red, purple, and yellow paleosols resemble some ultisols. Most Willwood paleosols resemble warm temperate to subtropical alluvial soils that form today under alternating wet and dry conditions and (or) fluctuating water tables. The up-section decrease in frequency of gley mottles, increase in numerical proportion and thickness of red versus orange coloration, and increase in abundance of calcrete glaebules indicate better drained soils and probably drier climate in late Willwood time. This drying is believed to be related to creation of rain shadows and spacing of rainfall (but not necessarily decrease in absolute rainfall) due to progressive tectonic structural elevation of the mountainous margins of the Bighorn Basin. ?? 1981.