Carboniferous and uppermost Devonian strata are mapped from southwestern Manitoba into southwestern District of Mackenzie. Carboniferous tectonic elements included the Prophet Trough, Peace River Embayment, cratonic platform, and the intracratonic Williston Basin. Transgressive basal deposits in the southwestward-thickening package (over 1850 m thick in the west) disconformably overlie Famennian strata, and are overlain by a progradational sequence containing second-and third-order, transgressive/regressive cycles corresponding largely to the units mapped. Late Carboniferous and subsequent erosion removed much of the succession. Remaining deposits, bevelled northeastward below Permian and Mesozoic strata, range from uppermost Famennian to Moscovian in the west and uppermost Famennian to Visean elsewhere.