Abstract--Berthierine occurs as pore-linings of well crystallized laths of variable thickness in oil-sands of the Clearwater Formation, Alberta, Canada. Berthierine crystallized early in diagenesis within portions of a deltaic/estuarine complex dominated by brackish to fresh water.Separates prepared using high gradient magnetic separation contain approximately equal amounts of monoclinic and orthohexagonal berthierine. Minor, but variable, quantities of inseparable, iron-rich impurities mainly consist of chamosite Ib and lib, and Fe-rich smectitic clays.Clearwater Formation berthierine has a range of chemical compositions that differ from those reported for most other berthierines. The SiO2 (27-35 wt%), Fe203 (5-8 wt%) and A1203 (16-18 wt%) contents for Clearwater Formation berthierine fall between values normally reported for berthierine and odinite. The average structural formula of five samples studied in detail is (Fe2+~.olAloszMgo.46Fe3+o28 Mn<0.m[70.43)(Si1.74A10.26)Os(OH)4, where [] represents vacancies in the octahedral sheet. The large number of vacancies in the octahedral sheet implies a di-trioctahedral character for this clay. Our results also suggest that a series of compositions can occur between ideal berthierine and odinite end-members.Berthierine has been preserved within the Clearwater Formation because temperatures during diagenesis did not exceed 70~ and perhaps also because hydrocarbon emplacement limited subsequent transformation of berthierine to other phases, such as chamosite. Intense, early diagenetic, microbial activity and/ or the strongly reducing environment created by later emplacement of hydrocarbons may be responsible for the Fe>/Fe 3+ ratio of the berthierine. Because of these conditions, this ratio may have changed since initial clay crystallization. The Clearwater Formation occurrence of grain-coating Fe-rich clays provides valuable insights into possible relationships between the Fe-serpentine minerals, odinite and berthierine, and supports an important role for these phases as precursors to the grain-coating and pore-lining Fechlorite (chamosite) that is so common in ancient sandstones, including many hydrocarbon reservoirs.