A late Mississippian-early Pennsylvanian eustatic sea level drop resulted in a complex lowstand drainage network being eroded across the Illinois Basin in the eastern United States. This drainage system was filled during the early part of the Pennsylvanian. Distinct differences can be recognized between the trunk and tributary paleovalley fills. Fills preserved within the trunk systems tend to be fluvially dominated and consist of bed-load deposits of coarse- to medium-grained sandstone and conglomerate. Conversely, the incised valleys of tributary systems tend to be filled with dark mudstone, thinly interbedded sandstones, and mudstones and siltstones. These finer grained facies exhibit marine influences manifested by tidal rhythmites, certain traces fossils, and macro- and microfauna. Examples of tributary and trunk systems, separated by no more than 7 km (4.3 mi) along strike, exhibit these styles of highly contrasting fills. Useful analogs for understanding this Pennsylvanian system include the Quaternary glacial sluiceways present in the lower Ohio, White, and Wabash river valleys of Indiana (United States) and the modern Amazon River (Brazil). Both the Amazon River and the Quaternary rivers of Indiana have (or had) trunk rivers that are (were) dominated by large quantities of bed load relative to their tributaries. The trunk valley systems of these analogs aggraded much more rapidly than their tributary valleys, which evolved into lakes because depositional rates along the trunk are (were) so high that the mouths of the tributaries have been dammed by bed-load deposits. These Holocene systems illustrate that sediment yields can significantly influence the nature of fill successions within incised valleys independent of rates of sea level changes or proximity to highstand coastlines. Copyright ?? 2007. The American Association of Petroleum Geologists. All rights reserved.