Fossilized coenobia of the alga Scenedesmus (Chlorococcales) were recovered in palynomorph assemblages from a lower Paleocene mudstone in the Upper Cretaceous and Paleocene Raton Formation of Colorado and New Mexico. This is the first description of fossil Scenedesmus from Tertiary rocks. Two species, Scenedesmus tschudyi sp. nov. and Scenedesmus hanleyi sp. nov., are present in the assemblages. Coenobia of S. tschudyi sp. nov. are characterized by lunate terminal cells and fusiform median cells. As in species of modern Scenedesmus, coenobia of S. tschudyi sp. nov. occur with four or eight cells. Coenobia of S. hanleyi sp. nov. have four oval cells and are smaller than coenobia of S. tschudyi sp. nov. Fossil coenobia of Scenedesmus co-occur with the fossil alga Pediastrum in Raton Formation mudstones. Because these genera co-occur in modern lakes and ponds, the co-occurrence of fossil Scenedesmus and Pediastrum in ancient nonmarine rocks is interpreted to indicate deposition of sediment in freshwater lakes and ponds. ?? 1989.