Quartzarenites and subarkoses in the Middle Ordovician Simpson Group in the Gulf Costello No. 1 and Sunray-DX Parker No. 1 Mazur wells, southeastern Anadarko basin, have undergone a complex diagenetic and petroleum-migration history. During early burial, petroleum migrated locally through sandstones; patches of bitumen in calcite and bitumen-lined quartz overgrowths containing oil-bearing inclusions reflect the introduction of petroleum-bearing fluids at shallow depths. Stable-isotope data reveal that early calcite precipitated at near-surface temperatures from fluids dominated by marine carbon. At moderate to deep burial, calcite dissolution, followed by ferroan-dolomite and clay-mineral precipitation, occurred at about the same time as the rocks reached levels of thermal maturity sufficient for the generation of hydrocarbons. Maximum paleotemperatures during deep burial are estimated from maturation models to have reached 250°F in the Costello well and 300°F in the Mazur well. Maturation-derived temperatures in the Costello well are consistent with preliminary homogenization temperatures (210-250°F) for oil inclusions along microscopic healed fractures that formed during deep burial, thus supporting an Early to Middle Pennsylvanian timing for the generation and migration of late-stage hydrocarbons. The early petroleum phase, emplaced while the rocks were at shallow burial depths, migrated from mature source rocks deeper in the basin.