Analysis of more than 900 wireline logs indicates that the Middle Devonian Marcellus Formation encompasses two third-order transgressive-regressive (T-R) sequences, MSS1 and MSS2, in ascending order. Compositional elements of the Marcellus Formation crucial to the successful development of this emerging shale gas play, including quartz, clay, carbonate, pyrite, and organic carbon, vary predictably within the proposed sequence-stratigraphic framework. Thickness trends of Marcellus T-R sequences and lithostratigraphic units re Elect the interplay of Acadian thrust-load-induced subsidence, :short-term base-level fluctuations, and recurrent basement structures. Rapid thickening of both T-R sequences, especially MSS2, toward the northeastern region of the basin preserves a record of greater accommodation space and proximity to elastic sources early in the Acadian orogeny. However, local variations in T-R sequence thickness in the western, more distal, area of the basin may reflect the reactivation of inherited Eocambrian basement structures, including the Rome trough and northwest-striking cross-structural discontinuities, induced by Acadian plate convergence. Episodes of block displacement locally warped the basin into northeast-southwest-trending regions of starved sedimentation and/or erosion adjacent to depocenters in which regressive systems tract deposits were ponded. Block movement appears to have initiated in late Early Devonian time, resulting first in thinning and local erosion of the Oriskany sandstone in northwest Pennsylvania. This study, in addition to providing the basis for a predictive sequence-stratigraphic model that can be used to further Marcellus exploration, tells of a foreland basin more tectonically complex than accounted for by simple flexural models.