This study was conducted to determine the stratigraphic, lithofacies, and deopsitional relationships of the Cretaceous Fox Hills Sandstone and Hell Creek Formation and The Paleocene Fort Union Formation. These relationships, shown in sections A-A', B-B', C-C', and D-D', we established form nearly continuous exposures in the Missouri River valley in Richland and Roosevelt Counties, Mont. The river valley topography is characterized by badlands, which permitted detailed description and construction of the stratigraphic framework of the formations within a 30-mi-long belt of exposures paralleling the Missouri River. This area of study is on the western flank of the Williston Basin and east of the Poplar Dome. The latter structure imparted a northeasterly regional dip to the rocks, which averages 25 ft per mi and is as much as 100 ft per mi according to Spencer (1980). The regional dip resulted in exposure of older rocks (Cretaceous) in the west to younger rocks (Tertiary) in the east.