The Nounan Formation in north-central Utah thickens northward from 696 feet near Causey Dam to 1147 feet at High Creek in the Bear River Range, and northwestward to 1149 feet at Dry Canyon in Wellsville Mountain. The basal contact of the Nounan Formation is sharp, but dolomite extends irregularly downward into limestones of the Bloomington Formation as much as 6 feet. The Nounan Formation is divided into three members based on lithologic characters: (1) a lower member composed of dark, medium-crystalline dolomite; (2) a middle member composed of white, coarse-crystalline dolomite with tongues of dark dolomite; and (3) an upper member of interbedded light and dark dolomites and limestones with local arenites and sandy carbonates. The lower member was deposited in a high-energy, shallow-marine subtidal to intertidal environment. Evidence includes sets of low-angle cross stratification (dunes), oncolites, oolites, and rip-up clasts. The middle member forms distinctive ledges and cliffs. The presence of thinly laminated algal stromatolites and relict structures seen also in the lower member indicate a subtidal to intertidal environment similar to that inferred for the lower member. The white color and coarse crystallinity may have resulted from recrystallization of the dark, finer grained dolomite that comprises the lower member. The upper member is characterized by lithologic variability. Thicknesses of limestone are greatest in the north, and decrease to only a few feet in the south. Quartz and other terrigenous minerals are scattered at intervals throughout the upper member, with a marker of sandy (arenaceous) dolomites at the base and near the middle and an increase of sand near the top also. The upper contact, with quartz-rich arenites (subarkosic quartzites) of the Worm Creek Member of tho St. Charles Formation, is gradational overall, but is sharp and planar in each section and readily located. In the upper member, algal mats trapped a varying but overall increasing influx of quartz and feldspar, probably in shallow subtidal environments, and vertically stacked hemispheroids suggest that depositional conditions may have included intertidal. Virtually all of the dolomite in the Nounan Formation must have formed by replacement of lime sediments by downward-moving high-magnesium brines. It is that these brines originated in restricted, shallow, subtidal evaporating basins, such as the Great Bahama Banks today, and associated supratidal flats. Lateral changes from limestone to dolomite overall and also in individual beds of the upper member indicate that the brines travelled laterally as well as vertically, and dolomitization may have been limited as much by prior diagenetic alteration and cementation as by the volume, concentration, and proximity of the brine itself.