Proctor Crater is a 150 km diameter crater in Noachis Terra, within the southern highlands of Mars. The analysis leading to the sedimentary history incorporates several data sets including imagery, elevation, composition, and thermal inertia, mostly from the Mars Global Surveyor mission. The resulting stratigraphy reveals that the sedimentary history of Proctor Crater has involved a complex interaction of accumulating and eroding sedimentation. Aeolian features spanning much of the history of the crater interior dominate its surface, including large erosional pits, stratified beds of aeolian sediment, sand dunes, erosional and depositional streaks, dust devil tracks, and small bright bed forms that are probably granule ripples. Long ago, up to 450 m of layered sediment filled the crater basin, now exposed in eroded pits on the crater floor. These sediments are probably part of an ancient deposit of aeolian volcaniclastic material. Since then, some quantity of this material has been eroded from the top layers of the strata. Small, bright dune forms lie stratigraphically beneath the large dark dune field. Relative to the large dark dunes, the bright bed forms are immobile, although in places, their orientations are clearly influenced by the presence of the larger dunes. Their prevalence in the crater and their lack of compositional and thermal distinctiveness relative to the crater floor suggests that these features were produced locally from the eroding basin fill. Dust devil tracks form during the spring and summer, following a west-southwesterly wind. Early in the spring the dust devils are largely restricted to dark patches of sand. As the summer approaches, dust devil tracks become more plentiful and spread to the rest of the crater floor, indicating that the entire region acquires an annual deposit of dust that is revealed by seasonal dust devils. The dark dunes contain few dust devil tracks, suggesting that accumulated dust is swept away directly by saltation, rather than by the passage of dust devils. Spectral deconvolution indicates that the dark dunes have infrared spectra consistent with basalt-like materials. The average thermal inertia calculated from Thermal Emission Spectrometer bolometric temperatures is 277 ?? 17 J m-2 s-0.5 K-1, leading to an effective grain size of 740 ?? 170 ??m, which is consistent with coarse sand and within the range expected for Martian sand. The coarse sand that composes the large dune field may have originated from outside the crater, saltating in from the southwest. Most of the transport pathway that delivered this sand to the dune field has since been eroded away or buried. The sand was transported to the east center of the crater floor, where beneath the present-day dunes a 50 m high mound of sand has accumulated. Dune slip faces indicate a wind regime consisting of three opposing winds. Some of these wind directions are correlated with the orientations of dust devil tracks and bright bed forms. The combination of a tall mound of sand and three opposing winds is consistent with a convergent wind regime, which produces the large reversing transverse and star dunes that dominate the dune field. The dark dunes have both active slip faces and seemingly inactive slip faces, suggesting that the dunes vary spatially in their relative activity. Nevertheless, the aeolian activity that has dominated the history of Proctor Crater still continues today. Copyright 2003 by the American Geophysical Union.