The Pen Argyl Member, the upper claystone slate member of the Martinsburg Formation, was studied in three quadrangles in Lehigh and Berks Counties, Pennsylvania. Graptolites collected from the Pen Argyl Member at Lehigh Gap indicate a lower Upper Ordovician (Edenian-Maysvillian) age for the Pen Argyl Member. The Pen Argyl Member in this area is located on the normal limb and in the brow of the large, recumbent Musconetcong nappe. It is a deep water flysch deposit emplaced by turbidity currents from a southeasterly source. Sedimentologic and structural evidence show that the Pen Argyl member overlies the sandy middle Ramseyburg Member, thus supporting the tripartite subdivision of the Martinsburg Formation. Field and thin section study indicates that the penetrative slaty cleavage formed in an indurated rock probably by pressure solution and neocrystallization under lower greenschist facies metamorphism. Strain-slip cleavage formed as a result of a stress couple operating parallel to the slaty cleavage that transposed the slaty cleavage into a more spaced cleavage. Both cleavages are believed to have formed within the same stress continuum and in close succession. Analysis of the folds in the Pen Argyl Member indicate six phases of major and minor folding. The earliest folding, F1, resulted in the development of the recumbent nappe. F2 folds can only be determined statistically; these axes plunge either northeast or southwest Asymmetric folds, F3, and associated F4 crenulations formed within the same stress continuum. F5 folds are large open folds and are exemplified by the Mosservi!le anticline. Kink folds, F6 and associated crenulations are fault related and were the last folds to form. Faults in the Pen Argyl Member range from small displacements along slaty cleavage to large reverse faults. The largest of these, the Eckville fault, is recognized throughout the three quadrangle area. It is a high angle reverse fault that separates the Shochary sequence from the Pen Argyl member to the north. Detailed fabric analysis of the Pen Argyl Member indicates that (1) the strike of the slaty cleavage is consistent throughout the study area, (2) bedding strikes are undulose indicating that the rocks were folded prior to slaty cleavage development, (3) slaty cleavage-bedding intersections indicate an early northeast-southwest fold set and a later east-west trend of fold axes, and (4) slaty cleavage-strain-slip cleavage intersections indicate two periods of strain-slip cleavage development, the later period being fault related. Synthesis of field work and fabric data suggest that the Pen Argyl Member was deposited in the waning stages of flysch deposition during the Taconic orogeny. The nappe, F1, was formed at this time as a result of stress generated by plate convergence to the southeast. Further Taconian deformation of the normal limb of the nappe resulted in the northeast-southwest plunging F2 folds. Initial Alleghenian deformation resulted in the F3 asymmetric folds and slaty cleavage, S1. Later in the same stress continuum the F4 crenulations and strain-slip cleavage, S2, formed. Subsequently, F5 open folding occurred. Kink folds and crenulations, F6, and strain-slip cleavage, S3, formed in conjunction with late Alleghenian reverse faults such as the Eckville fault.