During the Early to Late Ordovician the Taconic foredeep in west-central Newfoundland evolved from an underfilled to an overfilled state in response to cratonward advance, thickening, and erosion of the Taconic Orogen. Early orogen-derived sediment in the foreland basin consisted of middle(?) to lake Arenigian deep-water mudstones that accumulated on an inner (craton-facing) slope prism (uppermost parts of Shallow Bay and Green Point formations and correlative units). These deposits are interbedded with and overlie passive-margin slope sediments. In the middle Arenigian to early Llanvirnian, sand from the orogen formed several small, sand-rich submarine fans (Lower Head Formation and correlative units) on the lower reaches of the inner slope and basin plain. The fans may have been fed by closely spaced rivers draining the orogen, as presently occurs in western South America. Only proximal portions of these fans are now exposed. The flysch basin was narrow, constricted by the inner slope and the passive-margin slope, and located a short distance seaward from the buried hingeline of the proto-North American craton. As the orogen thickened sufficiently to override the crustal ramp, the carbonate shelf on the craton drowned, clastic depocentres migrated onto the foundered craton, and a thicker flysch (Mainland Sandstone) accumulated in Llanvirnian-Llandeilian time. In the Caradocian the foreland basin was overfilled with shallow-marine terrigenous sediments (Long Point Formation). Regional flysch dispersal was from a St. Lawrence promontory to a Quebec reentrant.