Basal rocks of the Upper Carboniferous to Lower Permian Pagoda Formation at Mount Butters provide an unusual view of periglacial conditions in the central Transantarctic Mountains region prior to the initial advance of the Gondwanide ice sheet. These rocks were deposited on a high relief unconformity that developed on granite. Deposition within relief on the unconformity, possibly in the lee of a granite buttress, protected the rocks from erosion during subsequent overriding by the ice sheet. The succession reflects deposition in a glacial-fed to ice-contact lake that contained a freshwater crustacean fauna. Centimetre- to decimetre-scale basal layers include breccia and coarse-grained sandstone. The occurrence of breccia resting on weathered granite suggests sedimentation as scree and as mass flow deposits. Overlying decimetre-to metre-scale stratified diamictites interbedded with metre-scale, coarsening-upward successions of siltstone to cross-laminated sandstone suggest lacustrine deposition by suspension settling, rain out of ice-rafted debris, and deltaic progradation. Thin zones with abundant conchostracans and/or with prolific trace fossils, in addition to less common remains of other crustaceans, attest to the presence of a low diversity benthic fauna. Conchostracans are concentrated in a series of thin beds that reflect moderately lengthy, perhaps seasonal, periods of free-flowing water. Patchy vertical and lateral distribution of intense bioturbation and profuse trace fossils probably reflect repeated colonization events during times of favourable environmental conditions. Massive diamictite overlies the basal rocks and indicates that the ice-marginal lake was subsequently overridden by the late Palaeozoic ice sheet. Occurrences of lodgement till, glacitectonite and deformation till suggest deposition from temperate or warm-based ice, whereas underlying lacustrine and deltaic deposits, along with a crustacean and trace fossil fauna, suggest temperate periglacial conditions. Previous studies have stressed that upper Palaeozoic glacigenic deposits in Antarctica, and in Gondwanaland, record deglaciation events. In contrast, rocks at Mt. Butters provide an unusual glimpse into an ice-margin lake and its fauna just prior to ice sheet advance.