Because the Coastal Plain of southeastern Virginia has not been extensively studied, thirty random samples associated with Blackwater and Nottoway rivers were collected in the spring of 1987 from Surry, Sussex, and Southampton counties. Soil classification as well as mineralogical, chemical, and physical analysis were conducted for all samples. The purposes of this investigation were to: (1)classify the soils in this area, (2) determine the distribution of sand and clay minerals, (3) examine the weathering effect on clay minerals on different position of the landscape for different parent material sources. The soils examined classified as follow: Aquic Hapludults 43% > Typic Hapludults 26.6% > Ultic Hapludalfs 10% > Humic Hapludults 3% = Typic Rhodudlts 3% = Aquic Hapludalfs 3% = Typic Udipsamment 3% = Typic Quartzpsamment 3% = Psammentic Hapludalfs. Qualitative analysis of clay minerals revealed that kaolinite and hydroxy interlayer vermiculite were the dominant clay minerals; that montmorillonite, mica, gibbsite quartz, and vermiculite were of lesser quantities; that chlorite, feldspar and interstratified minerals were of trace amounts. Kaolinite represents about 21-70%, HlV 11-60%, montmorillonite 0-20%, mica 0-16%, gibbsite 0-13%, quartz 1-12%, and vermiculite 0-10%. The presence of these minerals were mainly related to the acid reaction of the soil media, which was essentially attributed to Al and H ions in soil solution. From the past history and geological composition of the Piedmont it is assumed that kaolinitic minerals were transported and sedimented in the Coastal Plain. Hydroxy-interlayer vermiculite minerals was weathering from vermiculite because most of the Al was adsorbed by vermiculite to form HIV. Therfore, gibbsite was not precipitated. Montmorillonite was assumed to have formed from mica minerals. That was substantiated by statistical analysis which showed a high negative correlation between gibbsite and vermiculite (r=0.46, n=30) and between montmorillonite and mica (r=-0.6, n=10). / Master of Science