The Myally Beds, Surprise Creek Beds and Mount Isa Group form the upper part of the Proterozoic Western succession of rocks in northwest Queensland. The latter two units are partly equivalent, and are important for their base metal content at Mount Isa and elsewhere. The arenaceous Myally Beds lie unconform- ably or disconformably below the Mount Isa Group and Surprise Creek Beds; they contain four mappable units which were deposited on a broad, shallow shelf washed by east-trending currents. Emergence of the Myally shelf initiated a series of parallel, possibly intra- cratonic, troughs to the east and west. In the east, the Surprise Creek Beds were deposited between the emergent shelf and base- ment rocks, and consist of a shelf and trough facies divisible into 7 and 10 units, respectively. Trough sediments are continuous north-south, and show turbidite character- istics; algal dolomite characterizes the shelf facies. To the west in the Mount Isa trough, an orthoquartzite facies, the Warrina Park Quartzite, defines the base of the Mount Isa Group. Hinge zones between the shelf and trough environments are marked by east-west facies changes, and provide a focus for later major north-south faulting. However, some penecon- temporaneous faulting near Mount Isa is best explained as complex post-depositional faulting of a disconformable sequence. Subsidence and deposition in the Mount Isa trough continued for a longer period than in the Surprise Creek trough, allowing accumulation of lead and zinc deposits in the upper half of the sequence. The Surprise Creek Beds appear equivalent to the lower half of the Mount Isa Group, and are probably not prospective for lead and zinc. Turquoise and possible other secondary copper minerals are widespread in the Warrina Park Quartzite and equivalents in the Surprise Creek Beds, and further investigation of these formations seems warranted.