Certain calcareous soils occupying alluvial landscape positions in the Hagerstown (Great) limestone valley of western Maryland have developed from highly calcareous ( 60-100g/100g) marl sediments of Holocene age which range in depth from .5m to over 8m. These marlderived soils have a high pH ( 7. 5-8. 5) , low bulk density, and high porosity (0.5 to 0.6). The carbonate in the marl was developed from inorganic and biogenic processes. The marl was formed in now extinct ponds which had inundated alluvial landscape positions during parts of the Holocene period. Certain algae capable of accumulating carbonate internally and externally developed the majority of the marl. Pedogenic processes have transformed the marl sediments into highly calcareous Mollisols. The presence of buried surface horizons and coarse (> fine sand) carbonate forms render classification of these soils problematic. The coarse carbonate forms were mainly biogenic deposits, but these carbonates have been altered sufficiently by coating with pedogenic carbonate to identify calcic horizons. The drainage class is difficult to interpret as a result of the gleyed appearance of the marl sediments (chroma <3) and the high pH of these soils which inhibits Fe oxide reduction. Most of the marl-derived soils (70%) are better drained than the previous classification indicates. These soils have been mapped in the Great Valley in units named for the warners series (fine-silty, carbonatic, mesic Fluvaquentic Haplaquolls) and the Massenet ta series (fine-loamy, carbonatic, mesic, Fluvaquentic Hapludolls). However, proper classification may place these soils in the Typic Calciudolls subgroup. Some soils originally mapped in the very poorly drained Dunning units are very poorly drained marl-derived soils.