Patterns of fossil diagenesis caused by groundwater leaching provide insight into how shells are altered. This study analyzes fossils in unconsolidated terrigenous sediments from the Virginia Coastal Plain, unlike previous studies conducted mostly in carbonate terranes. The vertical and lateral distribution of diagenetic states was mapped in an outcrop (63 m by 2.1 m) of the Yorktown Formation. A paleostream channel located at one end was incised during the Pleistocene and filled with sediments of the Shirley Formation. The Tabb Formation unconformably overlies the outcrop. Acidic groundwater caused the observed patterns of fossil and sediment diagenesis. These patterns include zones of fossil alteration, diagenetic stratification of the sediment, and fossil diagenesis on a microstructural level. Groundwater movement, controlled by the presence of the paleochannel, caused diagenetic alteration or complete dissolution of the fossils, and possibly caused precipitation of fine-grained iron oxyhydroxides. All carbonate material in the vicinity of the paleochannel is completely dissolved away, although iron oxyhydroxide coatings of fossils remain. Away from the paleochannel Crepidula fornicata (gastropod; aragonite), Ostrea sp. (bivalve; calcite), Balanus sp. (barnacle; calcite), and bryozoans (calcite) are found in parallel zones of alteration that dip toward the paleochannel and cut across horizontal sedimentologic and fossiliferous layers. Groundwater also leached the Yorktown sediments. This alteration caused a diagenetic stratification of the sediment, with unaltered greenish-gray silty fine sand along the base of the outcrop, overlain by leached yellowish-brown silty fine sand and areas of concentrated iron oxyhydroxides. The preservation of both aragonitic and calcitic shells was affected by groundwater movement. Original aragonitic shell material is found as chalky, uncrystallized specimens or neomorphosed shells, or is completely dissolved with only molds or ghosts remaining. Neomorphosed specimens typically consist of calcite-replaced shell material with pockets of original aragonite, and sparry calcite filling empty shell cavities. Original calcitic shell material is either chalky or unaltered. Chalky shells range from relatively hard to soft and pasty. Crepidula shells of intermediate chalkiness tend to separate into thin flakes, caused by dissolution along growth surfaces. Chalkiness of pasty shells is caused by dissolution of shell material (without recrystallization) and not simply loss of organic matrix. SEM photos of Crepidula reveal the more porous and leached appearance of chalky shells in contrast with hard; unaltered shells. The presence of chalky aragonitic and calcitic shells indicates that chalky textures are, to some degree, independent of mineralogy and microstructure. / M.S.