Variegated palaeosols, which formed from weathering of clays, silts and brackish to freshwater limestones, are present in the Late Eocene–Early Oligocene Solent Group of the Hampshire Basin, southern UK. The composition and origin of the clay in three segments of the lower part of the Solent Group have been investigated by X-ray diffraction, microprobe analysis, inductively coupled plasma-mas spectrometry, K/Ar dating, high resolution scanning electron microscopy, analytical transmission electron microscopy and wet chemistry. The detrital clay mineral suite is dominated by illite and smectite with minor kaolinite and chlorite. Seasonal wetting and drying in gley soils has resulted in replacement of smectite by Fe-rich, or illite-rich illite-smectite. Illite has also formed with gypsum and calcite in ephemeral hypersaline alkaline lakes that periodically dried out. This illite may have precipitated directly from solution. X-ray diffraction data and probe analyses indicate that the neoformed illite is Fe-rich. The K and Fe for the illitization are thought to be derived from weathered glauconite reworked from the underlying Bracklesham Group and Barton Beds.