The Lower Mississippian upper shale member of the Bakken Formation in the Williston Basin, North Dakota, consists of organic-rich, black, siliciclastic mudstones deposited offshore on a low-gradient shelf; 12 fine-grained facies are recognized and grouped into 5 facies associations (FAs). Very fine-grained, massive to faintly laminated mudstone (FA1) records deposition in the deepest, calmest parts of the basin, whereas well-laminated mudstones (FA2a); well-laminated, clay-clast-bearing mudstones (FA2b); burrow-mottled mudstone with shells (FA3); and interlaminated siltstone and mudstone (FA4) suggest deposition in the shallower, less calm, and more proximal offshore environment. These proximal-offshore mudstones (FA2a, FA2b, FA3, and FA4) reflect (1) variation in bottom-water oxygen levels and (2) lateral changes in the input of silt and clay clasts. Ubiquitous Phycosiphon fecal strings, patches of shells, burrows, and rare agglutinated foraminifera indicate dysoxic to suboxic basinal deposition and not a persistently anoxic environment. In all FAs, storm-event laminae are sparse to ubiquitous. Repeated stacking of FAs defines up to 10 coarsening-upward parasequences mostly 0.15-0.60 m (0.49-1.97 ft) thick. Individual parasequences can be correlated for 300 km (180 mi) through the basin. The lower half of the succession (interval 1) represents a transgressive systems tract and shows high radiolarian productivity with minor silt input. The upper half of the succession (interval 2) represents the base of a highstand systems tract. In contrast to interval 1, interval 2 mudstones are characterized by high clay content, low radiolarian productivity, and intermittent colonization of the sea floor during higher-order sea-level lowstands.