Kapingamarangi Atoll of the Caroline Islands consists of a peripheral reef, 1000-4000 feet across, surrounding a nearly circular lagoon which is 5 by 6 nautical miles in area and about 240 feet at maximum depth. Thirty-three islands, most of which are less than half a mile in length, are scattered along the eastern half of the peripheral reef. At least 75 patch reefs, most of which are small, nearly symmetrical mounds, rise to the surface of the lagoon. The peripheral reef and the patch reefs, composed largely of the stony structures of corals and coralline algae, have flat upper surfaces, apparently the result of bevelling by waves during a recent lowering of sea level. The islands on the peripheral reef are formed of partially consolidated stratified sediments composed of clastic limestone particles and the shells of marine animals. These islands are migrating lagoonward across the reef flat because of erosion on the seaward sides and the growth of beaches and bars on the opposite sides. Soils on the islands are poorly developed and retain much of the texture, structure, and composition of the parent rock or sediment. They consist chiefly of mechanical mixtures of carbonaceous material and lime gravel, lime sand, or lime mud. Phosphorite is present on some islands and is still forming locally where apatite derived from bird guano is reacting with limestones. The tidal fluctuation of ground-water lenses, determined on islands of several sizes, ranges from about 4 to 18 inches. In one very small island where the water is brackish, the rise is much greater. The time lag between tidal movements and the rise and fall of fresh water in the islands ranges from a few minutes on very small islands up to 5 hours on some large ones. This time lag is controlled by the permeability of rocks composing an island and varies from one area to another according to the distribution of rock types. The lagoon contains six concentric belts of bottom sediment; in each, the composition and texture depend on the depth of water in which it occurs. Lime sand and lime gravel derived for the most part from the shells of animals form most of the sediment, but a lime mud covers the bottom of the deepest parts of the lagoon. Waves and currents cause gradation between types of sediment to a depth of about 30 feet, but little mixing was detected at greater depths.