ABSTRACT: The Upper Mississippian Heath Formation, which accumulated in the Big Snowy Trough of central Montana, has been known for three decades to contain mudrocks highly enriched in Zn, V, Mo, Ni and other metals, and source rocks for oil. The unit has more recently been recognized as a prospective tight oil play. Here we present petrographic, paleontologic, geochemical, and carbon and sulfur isotope data on seven continuous drill cores spanning 146 m of immature to marginally mature strata in order to improve understanding of the depositional setting of the Heath. The unit consists of five third-order transgressive-regressive cycles (C1 to C5 from bottom to top) that were deposited during a fluctuating climatic regime. Cycles comprise thinly interbedded gray to black mudrock and carbonate strata capped by either coal, implying a humid climate (C1, C3 and C4), or gypsum, implying more arid conditions (C2); the upper part of C5 is not preserved in our study area. Mfs (maximum flooding surfaces) in C1, C2, C4, and C5 lie within black mudrock beds ~0.5 to 3-m thick with >10% TOC (total organic carbon), type I and type II kerogen (determined by programmed pyrolysis), high contents of Zn, V, Mo, and other metals, relatively low values of 13CTOC and 34Spyrite, and a limited-diversity fauna of locally abundant, thin-shelled pelecypods (Dunbarella? sp.). The mfs in C2 is within the Cox Ranch oil shale bed, which is known from previous studies to be metalliferous; new analyses reported here show 28 wt % TOC, 5140 ppm Zn, 1910 ppm V, 1590 ppm Mo, and 509 ppm Ni. Strata that contain the mfs of C1, C4, and C5 are shown here for the first time to also have high metal contents, with maximum values of 1030 to 7340 ppm Zn, 446 to 1980 ppm V, 72 to 859 ppm Mo, and 221 to 452 ppm Ni. Cycle C3, which contains more gray mudrock and carbonate beds than the other cycles, has lower TOC (4.2 wt %), lower metals, and mainly type III kerogen. Carbonate beds include normal-marine crinoidal mudstone to packstone and lesser (dolo)mudstone with fenestral fabric, peloids, intraclasts, and a euryhaline fauna. Mid-Chesterian (early Serpukhovian) foraminifers in C3, combined with previously published fossil data, suggest that third-order cycles in the Heath Formation were ~1 to 2 myr in duration. They formed during a time of active block faulting in the Big Snowy Trough and global cooling linked to Gondwanan glaciation. Tectonic, climatic, and paleogeographic factors shaped the cycles of the Heath Formation. Faunal and geochemical evidence indicate that conditions were most favorable for marine life during C3. Molybdenum concentrations >100 ppm and organic geochemical data suggest euxinic conditions during deposition of the black mudrock in C2, C4, and C5, but the presence of shell beds (1-mm to 6-cm thick) within this mudrock requires bottom water with sufficient oxygen to support life, at least periodically. The apparent conflict between the geochemical and paleontologic observations likely reflects the different time scales of these two environmental proxies: 1000s of yrs vs <1 to 10s of yrs, respectively. Metal- and organic-rich strata in the Heath Formation formed by slow, condensed sedimentation from periodically anoxic or euxinic bottom waters in a marine basin. Fossil data indicate that anoxia was episodic, perhaps seasonal and/or linked to longer-duration climate shifts. On a millennial time scale, metal enrichments in the Heath reflect a balance between primary productivity that was high enough for oxygen to be consumed by sinking organic matter and oxic seawater inflow that was strong enough to maintain a supply of metals without compromising anoxia. Organic-rich mudrock in the Heath shares intriguing lithologic and geochemical similarities with mudrock in other Middle to Upper Paleozoic units such as the Devonian-Mississippian Bakken Formation and Pennsylvanian cyclothems (e.g., Excello Shale).