A heavy mineral mining company (RGC Inc.) faces challenging mining and reclamation practices for its proposed operation in the Upper Coastal Plain of Virginia due to the high clay content of the deposit. The original intent of this study was to identify the mineralogy present in the proposed mining area and to determine similarities and differences among sampled pedons. Twenty-eight typical pedons were sampled throughout the profile and these samples were prepared for mineralogical analysis. The pedon comparisons were performed to determine differences due to location and geomorphic surface, and due to drainage. Statistical results were then used to relate mineralogy, together with data on pH, CEC, and particle size distribution to pedogenesis in the area. Coastal Plain soils had sandier subsurface horizons than Piedmont soils. The above-scarp soils (> 75 meters) were the most mature Coastal Plain soils and approached the kaolinitic Piedmont soils reasonably well in mineralogy and particle size distribution. Coastal Plain soils were dominated by kaolinite, HIV, and gibbsite. Wet soils were less mature in mineralogy due to the lack of weathering activity. All but the Piedmont soils contained a surface mica enrichment, believed to be eolian additions. Well-drained and moderately well-drained soils had a more mature mineralogy than somewhat poorly and poorly drained soils. Kaolinite contents increased with depth whereas HIV contents tended to be concentrated in the A horizon. Despite the large clay content, the low charge nature of all soils should limit problems associated with clay dispersion practices during the mining. The low charge nature of the soils is reinforced by low ECEC data. / Master of Science