The Upper Cretaceous (Turonian-Campanian) Muti Formation (Sayja Member) documents the transition from a passive continental margin to a foreland basin, related to overthrusting of continental margin and ophiolitic nappes derived from the Tethys ocean. Upper Cretaceous northeastward subduction culminated in collision of a trench with the Arabian margin. As the trench docked with the margin the lithosphere was flexed, forming a peripheral bulge that migrated cratonward with time. The platform edge was initially uplifted (Turonian) and deeply eroded, creating the ‘Wasia-Aruma break’. After passage of the peripheral bulge subsidence began, with accumulation first of ferruginous crusts on hardgrounds. Lime-muds were then deposited on a deepening unstable sea-floor, along with phosphatic nodules and crusts (Turonian-Coniacian). Passage of the overthrust load over the Arabian continental-margin edge downflexed the lithosphere (Santonian-Campanian), resulting in drastic foundering of the old shelf edge to form a foredeep. Upper platform horizons collapsed as slump-sheets and debris-flows. Limestone blocks and lithoclastic debris-flows were shed by mass-wasting of the already deeply eroded old platform edge. Mud and silt were derived from the uplifted Arabian continent and deposited by mainly gravitational processes in a foredeep below the C.C.D. Subsidence of the Arabian platform edge allowed the Semail ophiolite nappe finally to override the Muti basin (late Campanian) with little internal deformation. Submarine emplacement is suggested by the absence of ophiolitic detritus in the Muti Formation. The stratigraphic evolution of the Muti Formation is in good general agreement with a model of the transition of an old, thermally mature, passive continental margin to a foreland basin, where the emplaced load is submerged.