Cores, quarry exposures, and exploratory wells in the Paleogene Albemarle Basin, North Carolina sample the transition between the southern carbonate and northern siliciclastic provinces of the eastern U.S. continental shelf succession. The study area includes the relatively positive Cape Fear Arch on the Onslow Block to the south, and the slowly subsiding (1.5 cm/ky) Albemarle Block to the north. The Paleogene supersequence set boundary is a hardground on Cretaceous shoreface/shallow-shelf mollusk facies. It is overlain by a thin Paleocene sequence of deeper offshore, glauconitic fine sands to deep marine silt-shale. Five regionally mappable, vertically stacked Eocene sequences are 0 to 30 m thick and contain coastal sands, shoreface sandy-mollusk rudstones, offshore bryozoan grainstone-packstones and subwave base fine wackestone-packstone and marl. The Eocene sequences commonly are bounded by hardgrounds, overlain by thin local lowstand sands and consist of a thin transgressive unit (commonly absent), overlain by an upward shallowing highstand marine succession. On the arch, lowstand and transgressive units may be condensed into lags. The Lower Oligocene succession on the arch has a single marl to fine foram sand dominated sequence whereas downdip, two to three sequences are developed, capped by nearshore sandy molluscan facies. The Upper Oligocene is dominated by possibly three sequences composed of basal, thin sands up into variably sandy mollusk rudstone. Sequence development was influenced by differential movement of the basement blocks, coupled with increasing 3rd order eustatic sea level changes during global cooling. This was coupled with swell-wave and current sweeping of the shelf that effectively decreased available accommodation by 20 to 30 m, and generated the distinctive hardgrounds on sequence boundaries, and variable development of lowstand and transgressive system tracts. The well developed highstands reflect maximum accommodation allowing deposition of an upward shallowing succession that terminated at the depth of wave abrasion on the open shelf. The sequence stratigraphic development contrasts markedly with that from tropical shelves. / Master of Science