Abstract Numerous biohermal buildups occur in Mississippian (Lower Carboniferous) strata in the Illinois Basin and adjacent regions. They developed as mud mounds, biodetrital calcisiltite mounds, and bryozoan frame thickets (fenestrate-frame coquina or rudstone) during the Kinderhookian and early Meramecian (Tournaisian and early Viséan), and as microbial mud mounds, microbial-serpulid-bryozoan boundstones, and solenoporoid (red algal) boundstones during the Chesterian (late Viséan and Serpukhovian). True Waulsortian mounds did not develop in the Illinois Basin, but echinoderm (primarily crinoids)-bryozoan carbonate banks and bryozoan frame thickets generally occupied the same niche during the Kinderhookian-early Meramecian. Nutrient availability and the resulting increase in the productivity of echinoderms and bryozoans were apparently detrimental to Waulsortian mound development. Deposition of crinoidal-bryozoan carbonates during the Kinderhookian-Osagean initially occurred on a ramp setting that later evolved into a platform with a relatively steep margin through sediment aggradation and progradation. By mid-Osagean-early Meramecian, two such platforms, namely the Burlington Shelf and the Ullin Platform, developed adjacent to a deep, initially starved basin. Sedimentologic and petrographic characteristics of the Kinderhookian-earliest Meramecian carbonates resemble the modern cool-water Heterozoan Association. This is in contrast with post-earliest Meramecian carbonates, which are typically oolitic and peloidal with common peritidal facies. The post-earliest Meramecian carbonates, therefore, resemble those of the warm-water Photozoan Association. The prevalence of Heterozoan carbonates in the Illinois Basin correlates with a rapid increase in the rate of subsidence and a major second-order eustatic sea-level rise that resulted in deep-water starved basins at this time. In the starved Illinois Basin, deposition was initially limited to a thin phosphatic shale that was followed later by deposition of up to 200 m of siliceous, spiculitic, and radiolarian-bearing limestone. The starved basin was connected to the deep open ocean through a bathymetric depression, which was centered over the failed late Precambrian-Early Cambrian Reelfoot Rift, which extended from the deep-water Ouachita Trough in central Arkansas to southern Illinois, approximately parallel to the trend of the modern Mississippi River. We believe that upwelling of cool, nutrient-and silica-rich deep oceanic water, which entered the basin through this bathymetric depression, resulted in proliferation of pelmatozoans and bryozoans. The subsequent change from cool-water-like carbonates to warm-water-like carbonates appears to be related to decreased subsidence and gradual shallowing of the basin.