During early Carboniferous times a major sea-level rise led to the development of an extensive carbonate ramp over what is now South Wales. Differential subsidence and sea-level changes resulted in distinctive facies sequences in the ramp succession and a model is offered which recognizes three distinct geomorpho-tectonic settings; inner, mid- and outer ramp. The inner ramp zone occurs in the more landward part of the province and was an area undergoing little or no subsidence. The sequence is dominated by oolitic grainstones and peritidal limestones representing shoal and back shoal environments. The peritidal units are transgressive deposits consisting of stacked asymmetrical shallowing-up cycles. The sequence contains many subaerial breaks and tectonic uplift resulted in base-level changes and fluvial incision. The mid-ramp zone sequence is intermediate in thickness between the inner and outer ramp successions and consists mainly of bioclastic limestones deposited below fairweather wave base. Sedimentation periodically exceeded sea-level rise and subsidence, and regressive (progradational) oolitic sand bodies developed, the thickest of which are stacked units with up to four individual sand bodies. Storm processes were of major importance in this setting. The outer ramp zone is represented by a thick sequence of muddy bioclastic limestones deposited below storm wave base and major Waulsortian reef-mounds also developed. None of the shallowing phases seen in the other ramp zones can be detected in this sequence. Subsidence and eustatic sea-level rise seem to have been the major controls on deposition but the recognition of eustatic sea-level falls is difficult. The detailed facies model for ramp carbonates presented here may be applicable elsewhere in the geological record.