The Lower Carboniferous Fort Payne and Ullin Formations in the Illinois Basin form the transgressive and highstand systems tracts that were deposited in a carbonate ramp setting. During deposition of the Ullin Limestone, biotic communities dominated by fenestrate bryozoans and echinoderms (primarily crinoids) proliferated, possibly in response to global tectonic, biological, and oceanographic events that affected bathymetry and nutrient supply. The Fort Payne Formation consists of a dark grey-brown, siliceous and argillaceous lime mudstone in the lower part (transgressive systems tract) and a very fine-grained wackestone to packstone with rare mud mounds in the upper part (early high-stand), and was deposited in an outer ramp to basinal environment. During deposition of the lower Ullin Limestone (mostly early highstand), bryozoan-crinoidal build-ups accreted both laterally and vertically into several relatively large carbonate banks, which were partly surrounded by siliceous Fort Payne sea. Bryozoans (primarily fenestrates) were especially prevalent during the late stage of bank development and formed mud-free bioherms up to 120 m thick. In places, carbonate mud mounds also formed during the early stage of bank deposition. Bioherm development declined during deposition of the upper Ullin Limestone (late highstand), and a broad, storm-dominated carbonate ramp was established that became the site for widespread deposition of bryozoan-crinoidal sandwaves. Gradual shallowing led to ooid formation at the end of Ullin deposition. This sequence was terminated by a relative rise in sea level that resulted in deposition of the transgressive facies of the lower part of the overlying Salem Limestone. The depositional style and the nature of skeletal material of the Fort Payne and Ullin Formations are similar to those of cool-water carbonates. A deep-water setting along with upwelling of cool, nutrient-rich oceanic waters may have been responsible for the proliferation of bryozoans and crinoids at this time. The deep-water setting and abundant nutrient supply also may have restricted the formation of ooids and proliferation of shallow-water calcareous organisms.