Swelling, shrinking and physical breakdown processes affect well-known mudrock and overconsolidated clay formations in the UK and USA. Swelling results from two processes; equilibration of depressed porewater pressures following stress relief, and physico-chemical (osmotic) response of component clay minerals. Expansion in Na-smectite, and to a lesser extent Ca-smectite, clays is governed by double-layer swelling, whereas in kaolinites it is purely a mechanical unloading phenomenon; illites show an intermediate response. Intraparticle swelling in mudrocks, older than the Silurian in the UK, or Upper Mississippian in the USA, is reduced because of removal of expandable layers by burial diagenesis. Shrinkage, like mudrock breakdown, is restricted to the partly saturated zone. Suction pressure-moisture content curves of indurated mudrocks are different from mudrocks and clays with high proportions of expandable clay minerals. Classification of expansion potential based on activity ratio poses problems with indurated types, but with some modification of method reasonable predictions can be made. Controls on physical disintegration are identified as: (i) incidence of sedimentary structures and discontinuities, (ii) slaking (air breakage), (iii) expandable clay mineral content, expecially smectite, and (iv) clay mineral fabric orientation. Exceptionally high exchangeable sodium percentages have been measured in Coal Measures rocks susceptible to breakdown.--Modified journal abstract.