A diverse assemblage of unusually well-preserved marine, euryhaline, freshwater, and terrestrial fossils (invertebrates, vertebrates, and plants) occurs within an Upper Carboniferous (Stephanian) Konservat Fossil-Lagerstätte near Hamilton, Kansas, USA. The Lagerstätte occurs within a paleovalley that was incised into the surrounding Carboniferous cyclothemic sequence during a time of low sea level, and was then filled-in during a subsequent transgression. The stratigraphically lowest and most voluminous facies within the valley is a cross-bedded, polymictic limestone conglomerate that contains caliche clasts and charcoal fragments as well as some normal-marine fossils apparently in situ. The origin of the conglomerate is enigmatic, but it was probably deposited by a migrating tidal channel. Overlying and interbedded with the conglomerate is an ostracode wackestone that contains plants (primarily seed ferns and ferns), eurypterids, shrimp, brachiopods, bivalves, and rare fish. The ostracode wackestone was deposited in a low-energy, marginal-marine environment. A thin sequence (<1 m thick) of interbedded laminated limestone and mudstone overlies the conglomerate in a small area. This facies contains a well-preserved mixed assemblage of terrestrial (conifers, insects, myriapods, reptile), freshwater (ostracodes), aquatic (amphibians, reptile), brackish or euryhaline (ostracodes, eurypterids, spirorbids, fish), and marine (brachiopods, echinoderms) fossils. Many of the vertebrates are articulated and show no evidence of preburial decay, scavenging, or predation. A few vertebrates exhibit signs of flotation. Most articulated vertebrate specimens exhibit soft-tissue preservation in the form of dark-brown to black early-diagenetic microbialite body outlines (‘skin preservation’) containing fossil bacteria. Rhythmic patterns of lamination thickness variation in the limestones and mudstones indicate that this facies was deposited in a tidal environment. High sedimentation rate and variable salinity (and therefore exclusion of bioturbators and invertebrate scavengers) are interpreted as key elements that led to the excellent preservation of the fossils in this ancient estuarine environment. □Lagerstätte, taphonomy, estuarine, tidal bedding, paleovalley, Carboniferous, Kansas.