The Lower Headon and Upper Barton Beds of Hampshire, southern England, consist of fine sands, silts and clays, often fossiliferous, with lignitic and carbonate horizons. They accumulated in a coastal environment following deposition of the marine Lower and Middle Barton Beds. A variety of distinctive facies can be defined on faunal and lithological grounds, and these permit palaeoenvironments to be defined with some precision. Littoral marine, barrier island shoreface, storm washover and barrier flat, brackish lagoon, distributary channel and floodplain lake environments are recognized. The evidence suggests that a barrier island or spit developed offshore, enclosing a sheltered inshore region of lagoons in which deposition of relatively fine-grained sediments took place. Lagoonal sediments show a general trend towards reduction of salinity with time. With the eventual exclusion of marine influence, the area underwent a gradual transition to river-dominated sedimentation in shallow flood-plain lakes. While the sequence as a whole shows a progressive reduction in salinity, several brief periods of increased salinity are recognized and these reflect the very low topography of the region and its susceptibility to marine incursion.