Diagenesis of Upper Carboniferous foreland shelf rocks in southeastern Kansas took place at temperatures as high as 100-150?? C at a depth of less than 2 km. High temperatures are the result of the long distance (hundreds of kilometers) advection of groundwater related to collisional orogeny in the Ouachita tectonic belt to the south. Orogenic activity in the Ouachita area was broadly Late Carboniferous, equivalent to the Variscan activity of Europe. Mississippi Valley-type Pb-Zn deposits and oil and gas fields in the US midcontinent and elsewhere are commonly attributed to regional groundwater flow resulting from such collisional events. This paper describes the diagenesis and thermal effects in sandstone and limestone of Upper Carboniferous siliciclastic and limestone-shale cyclothems, the purported confining layer of a supposed regional aquifer. Diagenesis took place in early, intermediate, and late stages. Many intermediate and late stage events in the sandstones have equivalents in the limestones, suggesting that the causes were regional. The sandstone paragenesis includes siderite cement (early stage), quartz overgrowths (intermediate stage), dissolution of feldspar and carbonates, followed by minor Fe calcite, pore-filling kaolinite and sub-poikilotopic Ca ankerite (late stage). The limestone paragenesis includes calcite cement (early stage); megaquartz, chalcedony, and Fe calcite spar (intermediate stage); and dissolution, Ca-Fe dolomite and kaolinite (late stage). The Rm value of vitrinite shows a regional average of 0.6-0.7%; Rock-Eval TmaX suggests a comparable degree of organic maturity. The Th of aqueous fluid inclusions in late stage Ca-Fe-Mg carbonates ranges from 90 to 160?? and Tmice indicates very saline water (>200000 ppm NaCl equivalent); ??18O suggests that the water is of basinal origin. Local warm spots have higher Rm, Tmax, and Th. The results constrain numerical models of regional fluid migration, which is widely viewed as an artesian flow from recharge areas in the Ouachita belt across the foreland basin onto the foreland shelf area. Such models must account for heating effects that extend at least 500 km from the orogenic front and affect both supposed aquifer beds and the overlying supposed confining layer. Warm spots indicate either more rapid or more prolonged flow locally. Th and Tmice data show the highest temperatures coincided with high salinity fluids. ?? 1995 Springer-Verlag.