The Pierre Shale and equivalent rocks of Late Cretaceous age consist in the east-central Dakotas of several hundred feet of offshore-marine shale and minor marl; in west-central Montana near the sediment source the equivalents of the Pierre Shale consist of several thousand feet of volcanic-rich and mostly nonmarine sediments; and in the area between, both types of rock are separated by tongues of nearshore-marine siltstone and sandstone that mark three major transgressions of the sea across the area. The major-, minor-, and trace-element composition was determined for 226 samples of these rocks, and the mineralogical composition was determined for 1,350 samples. Slurry pH, Atterberg limits, and grain and bulk densities were determined on some samples. The arithmetic mean, in percent, and standard deviation (in parentheses) of major and minor elements, mostly in shale and siltstone and excluding the 23 chemically analyzed bentonite samples, are as follows: SiO2 60.8 (7.9) Al2O3 14.4 (2.5) Fe2O3 3.4 (1.4) FeO 1.1 (1.2) MgO 2.2 (1.0) CaO 2.7 (0.48) Na2O 1.1 (0.56) K2O 2.4 (0.57) H2O- 3.2 (1.3) H2O+ 4.3 (1.2) TiO2 0.58 (0.12) P2O5 0.14 (0.073) S 0.37 (1.1) F 0.71 (0.15) Cl 0.16 (0.024) CO2 2.1 (7.0) C, organic 0.94 (1.8) The mean and standard deviation of minerals as determined by X-ray methods, excluding bentonite samples, is as follows: clay minerals, 53 (20); quartz, 24 (13); cristobalite, 1 (5); potassium-feldspar, 1 (2); plagioclase, 6 (7); anorthite content from 20 to 40 percent; calcite, 5 (14); dolomite, 4 (7); organic matter, 1 (2); and sparsely scattered gypsum, jarosite, pyrite, zeolites, augite, siderite, and probably minor amounts of hydrated iron-manganese (Fe-Mn) oxides. The mean and standard deviation of the clay-mineral fraction is as follows: mixed-layer illite-smectite, 70 (20); illite, 16 (9); chlorite, 3 (6); and kaolinite, 9 (13). The mixed-layer clay, except in the Montana disturbed belt, is a random interlayering of 20 to 60 percent illite-type layers, about 35 percent beidelite-type layers, and the remainder montmorillonite-type layers; chlorite or vermiculite layers are rare. Most bentonite differs from shale in its small quartz content, rarely more than a few percent, in the more calcic composition and hightemperature thermal state of its plagioclase, and in its rare kaolinite, near absence of chlorite, and lack of illite-either free or mixed layered with smectite. Bentonite commonly consists of more than 90 percent smectite in which montmorillonite is interlayered with a smaller amount of beidellite. The clay-mineral composition of marine rock, including proportions of layers in the dominant illite-smectite, averages about the same as in the nonmarine rock, though in the latter the composition is more variable. The average content of major chemical constituents also is closely similar, partly because the large clay content of fine-grained offshore-marine shale is balanced by the small clay content of nearshore-marine siltstone and sandstone. In addition, the alumina and alkalic elements in an average of 10 percent more clay in marine rock are partly balanced by these constituents in the 5 percent more feldspar in nonmarine rock. Much of the observed regional and stratigraphic variation in maj or constituents is the result of the three major east-west migrations of the depositional sites of nearshore-marine sandstone and siltstone. Dolomite is found almost exclusively in relatively coarse-grained rock, particularly in nearshore-marine siltstone where diagenetic dolomite is expected, but it is found almost as frequently in nonmarine siltstone. Amounts of minor constituents are nearly equal in marine and nonmarine rocks, except that pyrite and consequently sulfur are relatively sparse in nonmarine rock. Average amounts of organic matter found in marine and nonmarine rocks are nearly identical. However, organic matter in nonmarine rock occurs almost entirely in volumetric