While mapping the lower Hinton Formation (the middle red member of Miller, 1974) of the Mauch Chunk Group (Upper Mississippian, Chesterian) near Bluestone Lake in Summers County, West Virginia, a pale blue green fossiliferous bed was encountered The pale blue green bed, roughly 20 cm thick, appears to be a calcareous, argillaceous siltstone. This bed is roughly 65 meters above the Stony Gap Sandstone and roughly 175 meters below the Avis Limestone (Little Stone Gap Member). The lower contact with a red siltstone is fairly sharp. It is possible that some of the calcium carbonate from the pale blue green bed provided the cement for the basal red siltstone as well as the material for small (to 2 cm) calcareous nodules at the top of the basal red bed as well as the bottom of the pale blue green bed. The upper contact with a friable red siltstone is not as sharp as the bottom contact. It appears as if bioturbation may have mixed the two sediments at the contact surface. The color also changes at and above the upper contact over a vertical distance of about 10 cm as if oxidation of the sediments was gradually beginning, or as if the reducing effects of the pale blue green bed were diffusing upwards. There were no fossils in this transition zone. The pale blue green (5BG 7/2) bed itself is composed of a significant fraction (to 25 % at least) of septimyalinid shells. Ostracodes are also scattered throughout the pale blue green bed. No sign of plant debris was observed; however, small (<0.1 mm on edge) cubes of pyrite were seen sparsely scattered throughout the bed. The septimyalinids appear from the base of the pale blue green bed intermixed with calcareous nodules and continue to be distributed nearly to the top of the bed. They appear to be a new species of Septimyalina Newell and are being described in another paper (Peck, in prep). The septimyalinids are present in a range of sizes, from spat to fully mature specimens. In some exposures of the outcrop, the septimyalinid shells appear to comprise a major portion of the calcareous siltstone. Ostracodes are also present in the pale blue green bed, but not nearly as numerous as the septimyalinids. The lower Hinton Formation (middle red member) extends from the Stony Gap Sandstone Member to the Avis Limestone (Little Stone Gap Member) roughly 240 meters. Very few if any fossils are found in the red mudstones of this interval. Fossils (mostly Spirorbis, ostracodes, bivalves, and gastropods) that do occur are found in thin beds and mud drapes. Very infrequently, horizons exposing plant fossils occur. More frequently are dark gray to brown micaceous siltstones with small, unidentifiable carbonized plant fragments. When invertebrate fossils are found, they are invariably of limited diversity appearing mostly as monocultures, a single species of bivalve with or without ostracodes and Spirorbis at that specific horizon. The pale blue green bed is typical with a limited diversity but atypical being marine, calcareous, and abundantly populated. The septimyalinids in this report were used for biostratigraphic correlation in the study area. They have been found only in the pale blue green bed where they seem to thrive. The pale blue green bed could be used locally as a marker bed since it extends over 4000 meters along one axis in the study area. The underlying and overlying red beds are suggestive of a fine grained overbank flood plain deposits on a low-relief topographic surface. A rise in sea level occurred (Brezinski, 1989; Miller and Eriksson, 1999, 2000; Swann, 1964), perhaps from local subsidence to accommodate previous sediment deposits or possibly a minor eustatic rise, resulting in near coastal marine conditions suitable for the ostracode and bivalve. Apparently sea level rose fairly rapidly, covered the basal red bed sediment without much disturbance, and leveled off at a depth making conditions ideal for the septimyalinid to flourish. Whether the septimyalinid was an opportunist that fit the niche and conditions or whether reduced access gave this more mobile bivalve the opportunity to flourish is open to question. However, as the sea level rose, this marine bivalve did flourish to such an extent that its shells added significantly to the sediment deposition. Then sea level began to drop. Clastic sediment deposition increased, allowing for bioturbation or intermixing at the contact of the two sediments while still underwater. Subsequent subaerial exposure allowed oxidation to begin on the upper deposits. This would also go far in explaining the graded change in color of the overlying mudstone from pale blue green through dark red gray to red as oxidizing conditions begin to prevail with subaerial exposure. The coastal flood plain emerges above sea level, oxidized sediments are deposited again (due to the new proximity to alluvial deposits as well as subaerial exposure), and the pale blue green bed is history. Initially it was believed that the sediments were deposited in a reducing environment, suspecting the pale blue green color was due to a low ratio of ferric/ferrous iron. The low dissolved oxygen of the reducing environment could have been responsible for the reduced diversity. There did not appear to be any organic debris (Potter et al, 1980). Furthermore, small cubes of pyrite were found sparsely distributed throughout the bed. However, the presence of the septimyalinids in vast numbers as well as the coexisting ostracodes suggested an environment with sufficient dissolved oxygen to support their metabolic requirements. Also, the fact that the environment was marine albeit near shore should provide some circulation, thus maintaining sufficient dissolved oxygen levels to support the abundant fauna. The limited diversity suggests a restricted rather than open marine conditions (Miller & Erikkson, 2000). Conceivably, a large erosional event occurred, rapidly burying the pale blue green sediments and the septimyalinids with over 20 cm of muddy sediments, thus sealing the organic matter from the dead bivalves into the pale blue green sediment. Unoxidized organic matter from dead septimyalinids probably consumed remnant oxygen and produced the conditions (Eh, pH) necessary for the pyrite production as well as for the low ratio of ferric/ferrous iron and resulting pale blue green color of the bed. The carbonate from the large quantity of septimyalinid shells probably also assisted in providing a favorable pH, contributing to the pale blue green color. It is suggested that the reducing conditions occurred after deposition of the pale blue green bed sediments and after clastic sediments had rapidly covered the bed to a depth of several centimeters. At this point the pale blue green bed had in place all the necessary elements to make the transition from an oxidizing environment to a reducing environment. This reducing effect may have diffused upward in the overlying red mudstone, producing the graded change in color at the upper contact. Brezinski, David K. 1989. Late Mississippian depositional patterns in the northcentral Appalachian basin, and their implications to Chesterian hierarchal stratigraphy. Southeastern Geology, 30(1): pp. 1-23. Miller, Marshall S. 1974. Stratigraphy and coal beds of upper Mississippian and lower Pennsylvanian rocks in southwestern Virginia. Virginia Division of Mineral Resources Bulletin 84. Miller, J. Daniel, and Kenneth A. Eriksson. 1999. Linked sequence development and global climate change: The Upper Mississippian record in the Appalachian basin. Geology, vol. 27, 35-38. Miller, Daniel J., and Kenneth A. Eriksson. 2000. Sequence stratigraphy of Upper Mississippian strata in the central Appalachians: A record of glacioeustasy and tectonoeustasy in a foreland basin setting. A. A. P. G. Bulletin, V. 84, No. 2 (Feb.), p. 210-233. Potter, Paul E., J. Barry Maynard, and Wayne A. Pryor. 1980. Sedimentology of Shale: Study Guide and Reference Source. New York: Springer-Verlag. Swann, David H. 1964. Late Mississippian Rhythmic Sediments of Mississippi Valley. Bull. A.A.P.G, Vol. 48, No. 5, pp. 637-658.