Abstract. Eocene shales metamorphosed by a naturally ignited coal seam in the Powder River Basin, Wyoming record a continuum of mineralogic and textural changes from relatively unaltered shale to melt developed during pyrometamorphism. Samples collected along a section 2 m in length, corresponding to a temperature range of approximately 1300 ~ C, were examined optically and by XRD, SEM, and STEM. The low temperature samples are comprised primarily of silt-sized quartz, K-feldspar, and minor amounts of other detrital minerals in a continuous matrix of illite/smectite (I/S). Delamination of phyllosilicates due to dehydroxylation occurs early in the sequence with curling of individual layers from rim to core. Within one-half meter of melted areas, phyllosilicates have undergone an essentially isochemical reeonstitution with nucleation and growth of mullite crystals with maximum diameters of 50 nm, randomly distributed within a non-crystalline phase that replaces I/S. Large detrital grains remain for the most part unaffected except for the inversion of quartz to tridymite/cristobalite. Within i mm of the solid/melt interface, the mullitebearing clay mineral matrix is essentially homogeneous in composition with obscure grain boundaries, caused by apparent homogenization of poorly crystalline material. This material is similar in composition to parent clays and acts as a matrix to angular, remnant tridymite/ cristobalite grains. Rounded, smaller silica grains have reaction rims with the non-crystalline matrix; K-feldspar is no longer present (apparently reacted with the matrix) and the matrix contains abundant pore space due to shrinkage upon dehydroxylation. As isolated pods of paralava (glass) or fractures are approached, Fe--Ti-A1 oxides become abundant. Vesicular glass is separated from clinker by a well-defined interface and contains numerous phenocrysts. XRF analyses and reduced area * Contribution No. 490, the