Unusual, concretion-bearing mudrocks of early Late Cretaceous age, which were deposited in an early Cenomanian epeiric sea, have been recognized at outcrops in eastern Wyoming and in adjoining areas of Montana, South Dakota, Nebraska, and Colorado. In Johnson County, Wyo., on the western flank of the Powder River Basin, these strata are in the lower part of the Belle Fourche Member of the Frontier Formation. At a core hole in south-central Johnson County, they are informally named Unit 2. These strata are about 34 m (110 ft) thick and consist mainly of medium- to dark-gray, noncalcareous, silty shale and clayey or sandy siltstone; and light-gray to grayish-red bentonite. The shale and siltstone are either bioturbated or interlaminated; the laminae are discontinuous, parallel, and even or wavy. Several ichnogenera of deposit feeders are common in the unit but filter feeders are sparse. The unit also contains marine and continental palynomorphs and, near the top, a few arenaceous foraminifers. No invertebrate macrofossils have been found in these rocks. Unit 2 conformably overlies lower Cenomanian shale in the lowermost Belle Fourche Member, informally named Unit 3, and is conformably overlain by lower and middle Cenomanian shale, siltstone, and sandstone within the member, which are informally named Unit 1. The mineral and chemical composition of the three Cenomanian units is comparable and similar to that of shale and siltstone in the Upper Cretaceous Pierre Shale, except that these units contain more SiO2 and less CaO, carbonate carbon, and manganese. Silica is generally more abundant and CaO is generally less abundant in river water than in seawater. The composition of Unit 2 contrasts significantly with that of the underlying and overlying units. Unit 2 contains no pyrite and dolomite and much less sulfur than Units 1 and 3. Sulfate is generally less abundant in river water than in seawater. Unit 2 also includes sideritic and calcitic concretions, whereas Units 1 and 3 contain neither concretions nor siderite and only sparse calcite. Carbon-sulfur-iron chemistry for the concretions suggests that sulfate availability was the limiting factor in pyrite formation and sulfide incorporation in Unit 2. Isotopic compositions of the carbon and oxygen in siderite and calcite from several concretions are variable and suggest cementation during early diagenesis in a variety of microenvironments. The isotopic composition of these carbonate minerals differs from that of Upper Cretaceous marine limestones. When considered in conjunction with the proportions of sulfur, organic carbon, and iron in Unit 2, major-element and micropaleontological data suggest that the composition of the original pore waters and of overlying waters in the late early Cenomanian sea was brackish to fresh. The mudrocks of Units 3 and 2, and a lower part of Unit 1, accumulated on a shelf at low to moderate rates of sedimentation in association with variable but generally weak current action. In Unit 2 and laterally equivalent rocks of the region, the sideritic and calcitic concretions probably indicate the extent of a body of brackish to fresh and oxygen-deficient water. Rates of precipitation in this region during the mid-Cretaceous could have been unusually high and the precipitation probably was seasonal. The organic matter in Unit 2 is humic-rich and would have been derived from continental environments. If the epeiric sea was brackish to fresh in the region of eastern Wyoming and contiguous areas, meteoric runoff from the adjoining lowlands must have been periodically large and the seaway north of the region probably was constricted. Seasonal changes in salinity might have been accompanied by changes in water temperature and oxygen content. The lower part of the Frontier Formation (Units 3, 2, and 1) in Wyoming records an intermittently and easterly prograding shoreline during late early and early middle Cenomanian time. Laterally equivalent strata in Nebraska