Upper Cretaceous strata in the southeastern Kaiparowits region of south-central Utah consist of approximately 3,500 feet of interfingering sandstone, mudstone, shale, and coal in the Dakota Formation (oldest), Tropic Shale, Straight Cliffs Formation, and Wahweap Formation (youngest). The formations consist of several depositional facies that can be recognized by characteristic lithologies bedding structures, and fossils; these are the alluvial plain, deltaic plain, lagoonal-paludal, barrier sandstone, and offshore marine facies. The distribution of facies clearly defines the paleogeography of the region during several cycles of marine transgression and regression. The nonmarine beds were deposited on a broad alluvial coastal plain that was bordered on the west and southwest by highlands and on the east and northeast by the Western Interior seaway. The marine beds were deposited whenever the seaway advanced into or across the region. The Dakota Formation and the lower part of the Tropic Shale were deposited in nonmarine and marine environments, while the shoreline advanced generally westward across the region. The middle and upper part of the Tropic Shale and the Tibbet Canyon and Smoky Hollow Members of the Straight Cliffs Formation were deposited in marine and nonmarine environments when the seaway had reached its greatest areal extent and began a gradual northeastward withdrawal. An unconformity at the top of the Smoky Hollow represents a period of erosion and possibly nondeposition before deposition of the John Henry Member of the Straight Cliffs. The John Henry Member grades from nonmarine in the southwest to predominantly marine in the northeast, and was deposited during two relatively minor cycles of transgression and regression. The Drip Tank Member at the top of the Straight Cliffs Formation is a widespread sandstone unit deposited mainly in fluvial environments. Some of the beds in the northeastern part of the region were probably deposited in marine waters during the final incursion of the seaway into the Kaiparowits region. The overlying Wahweap Formation was deposited in nonmarine environments. Slight but continued tectonism during Late Cretaceous time is indicated by lateral changes of facies and thickness variations that coincide at least partly with present structures. These criteria indicate that Laramide tectonism consisted of two phases. An early phase that lasted from about late Albian to late Campanian time included regional subsidence, basin downwarping, and movement on local folds and faults. A later phase that lasted from late Campanian to about late Paleocene time included regional uplift, monoclinal flexing, and probable new faulting, as well as continued basin downwarping and movement on local folds and probably on the older faults. The principal economic resource in the Kaiparowits region is bituminous or subbituminous coal in the john Henry Member. Because basin downwarping and movement on local folds occurred during deposition, the thicker and more continuous coal beds are in the ancestral synclines and tile deeper part of the structural basin. Presently indicated resources total 7.3 billion tons, but considerably larger quantities are probably present in the unexplored parts of the region. Several potential resources include ground water, titaniferous sandstone, and possibly oil and gas.