Analyses of seismic-reflection profiles, sediment cores, grab samples, and side-scan sonar records, along with previously collected borehole data, reveal the characteristics, distribution, and geologic history of the shallow strata beneath the Potomac River estuary. The lowermost strata are sediments of the Chesapeake Group (lower Miocene to lower Pleistocene) that crop out on land near the shore but are buried as much as 40 m below the floor of the estuary. The top of these sediments is an erosional unconformity that outlines the Wisconsinan valley of the Potomac River. This valley has a sinuous trend, a flat bottom, a relief of 15 to 34 m, and axial depths of 34 to 54 m below present sea level. During the Holocene transgression of sea level, the ancestral valley was filled with as much as 40 m of sandy and silty, fluvial-to-shallow estuarine sediments. The fill became the substrate for oyster bars in the upper reach and now forms most marginal slopes of the estuary. Since sea level approached its present position (2,000 to 3,000 yr ago), the main channel has become the locus of deposition for watery, gray to black clay or silty clay, and waves and currents have eroded the heterogeneous Quaternary sediments along the margins, leaving winnowed brown sand on shallow shoreline flats. Pb-210 analyses indicate that modern mud is accumulating at rates ranging from 0.16 to 1.80 cm/yr, being lowest near the mouth and increasing toward the head of the estuary. This trend reflects an increased accumulation of fine-grained fluvial sediments near the turbidity maximum, similar to that found in nearby Chesapeake Bay. The present annual accumulation of mud is about 1.54 million metric tons; the cumulative mass is 406 million metric tons.