Abstract The Fort Union Formation in the Williston Basin of North Dakota, South Dakota, and Montana comprises chronostratigraphic and depositional sequences of Paleocene age. Individual chronostratigraphic sequences are defined by palynostratigraphic (pollen and spore) biozones and radiometric ( 40 Ar/ 39 Ar) ages obtained from tonsteins or volcanic ash layers. Analyses of depositional sequences are based on lithofacies constrained by the radiometric ages and biozones. The lower Paleocene (biozones P1-P3) contains three marine parasequences (landward stepping) in southwestern North Dakota that sequentially onlapped westward between 65 and 61 Ma (lower Ludlow and Cannonball Members). Maximum flooding (transgressive systems tract) occurred during an approximate 1-m.y. interval from 65 to 64 Ma, which regionally is correlated biostratigraphically to a tidally influenced, distributary-shoreface, and fluvial-channel complex in the Cave Hills, northwestern South Dakota, and to channel-dominated fluvial (low-stand incised paleovalley systems) and tidally influenced, flood-plain-deltaic transition facies in the Ekalaka area of southeastern Montana. The progradational parasequences in the Cannonball Member consist of shore-face sandstone beds (with ravinement lag deposits) deposited by strand-plain barrier systems. Landward of the barrier systems, tidal-estuarine and mire deposits included thick but laterally discontinuous peat accumulations (e.g., Beta and Yule coal beds in the Ludlow Member, southwestern North Dakota). However, landward of the coastal deposits, the laterally equivalent T-Cross-Big Dirty coal zone (dated 64.78 Ma) in southeastern Montana formed as thick, laterally extensive peat accumulations in mires in a fluvial setting. In the flood-plain-deltaic, tidal transition zone near Ekalaka, Montana, the Ludlow Member consists of flood-plain facies, discontinuous coal beds, and rooted and burrowed horizons that contain the marine or brackish trace fossil Skolithos. The flood-plain-deltaic tidal transition zone facies are incised by a massive, agglomerated channel sandstone complex (paleovalley fill) that is exposed along the modern Snow Creek drainage south of Mill Iron, Montana. The flood-plain-tidal transition zone was reworked during the maximum sea level highstand during the early Paleocene. This event was followed by a fall of sea level and deposition of the paleovalley fill. Sea level fall during the mid-Paleocene (biozones P3 and P4) produced a regressive shallow-marine and lower deltaic tidal system (seaward stepping) that deposited strata that thin toward the east. These strata are overlain by a widespread paleosol (Rhame bed) and, in turn, a lignite-bearing fluvial facies (Tongue River Member) containing the laterally persistent Harmon-Hanson coal zone (61.23 Ma). Upper Paleocene biozone P5 is represented by fluvial, coal-bearing strata that contain several economically minable coal beds (HT Butte, Hagel, and Beulah-Zap zones, Sentinel Butte Member). The Fort Union Formation of the Williston Basin contains significant coal resources. These coal deposits are now being explored for their potential coal-bed gas resources. A better understanding of the depositional setting for these deposits can lead to improved exploration and exploitation practices and a better understanding of regional paleogeography and paleoclimate during the Paleocene.