Fabrics, microstructures, and compositions of authigenic illite-rich clays in Devonian intracratonic basin shales were examined by X-ray diffraction (XRD), scanning electron microscopy (SEM), and scanning transmission electron/analytical electron microscopy (STEM/AEM) methods in order to relate the extent of clay diagenesis to the timing of mudstone-system closure and to reconcile conflicting radiogenic and paleomagnetic ages obtained from these shales and associated limestones and bentonites. Authigenic illite in these Devonian shales is similar to post-transition illite-rich mixed-layer illite/smectite (I/S) in Gulf Coast and other young basin mudstones that have formed through replacement of detrital smectite or smectite-rich I/S without subsequent diagenetic modification. The clay matrix is composed of subparallel intergrowths of illite-rich crystals (30-200 A thick) with low-angle grain boundaries and defects at layer terminations. Contrast in some lattice fringe images is consistent with R1-, R2-, and R3-ordered, mixed-layer I/S. Electron diffraction patterns indicate partially disordered (1M d ) stacking sequences with significant turbostratic stacking and mixed layering. The illite-rich material is K- and Aldeficient, and Si-enriched, relative to ideal muscovite. Preservation of burial diagenetic, authigenic, mixed-layer I/S microstructures in these Devonian shales implies that they have remained effectively closed systems following the smectite-to-illite transformation. Later Alleghenian (ca. 300 Ma) tectonic or fluid-flow events recorded by authigenic minerals in bentonites and carbonate lithologies throughout the U.S. Midcontinent are apparently not recorded in these Devonian shales. Preservation of diagenetic fabrics indicates that radiogenic isotope dating of cratonic basin shales should yield syndepositional to early burial diagenetic ages corresponding to the timing of I/S authigenesis.