Systematic chemical variations exist in formation waters collected from a dip section through Lower Cretaceous rocks of south-central Texas. These chemical variations can be explained by an interactive water-rock diagenetic model. Cyclic Lower Cretaceous shelf carbonates of the Edwards Group that dip into the Gulf Coast geosyncline act as an aquifer contained by basement beneath, and relatively impermeable Upper Cretaceous clays and chalks above. The hydrodynamic character of this carbonate system is strongly controlled by major fault systems which serve as pathways for the vertical movement of brines into the Lower Cretaceous section. Formation-water movement in this system has strong updip and upfault components. The parent Na-Ca-Cl brine originates deep in the gulf basin, at temperatures between 200 and 250°C, by the reaction: halite + detrital plagiocalse + quartz + water ^rarr albite + brine. Other dissolved components originate by reaction of the fluid with the sedimentary phases, K-feldspar, calcite, dolomite, anhydrite, celestite, barite, and fluorite. Significant quantities of lead, zinc, and iron have been mobilized as well. As the brine moves updip out of the overpressured deep gulf basin, encountering limestones of the Stuart City reef trend (the buried platform margin), small amounts of galena precipitate in late fractures. Updip and up-fault, the brine becomes progressively diluted with downward-moving meteoric water. On encountering significant quantities of dolomite in the backreef facies, the Ca-rich brine causes dedolomitization. Although thermochemical considerations suggest that small amounts of several authigenic phases should precipitate, they have yet to be found, except for minor amounts of calcite spar. As the brine evolves by dilution cooling, no systematic changes in any cation/Cl ratio occur, except for regular updip gain in magnesium as a result of progressive dedolomitization. The high diluted formation water eventually discharges along faults as hot mineral water. End_of_Article - Last_Page 947------------