The Utica-Lower Paleozoic Total Petroleum System (TPS) is an important TPS identified in the 2002 U.S. Geological Survey (USGS) assessment of undiscovered, technically recoverable oil and gas resources in the Appalachian basin province (Milici and others, 2003). The TPS is named for the Upper Ordovician Utica Shale, which is the primary source rock, and for multiple lower Paleozoic sandstone and carbonate units that are the important reservoirs. Upper Cambrian through Upper Silurian petroleum-bearing strata that constitute the Utica-Lower Paleozoic TPS thicken eastward from about 2,700 ft at the western margin of the Appalachian basin to about 12,000 ft at the thrust-faulted eastern margin of the Appalachian basin. The Utica-Lower Paleozoic TPS covers approximately 170,000 mi2 of the Appalachian basin from northeastern Tennessee to southeastern New York and from central Ohio to eastern West Virginia. The boundary of the TPS is defined by the following geologic features: (1) the northern boundary (from central Ontario to northeastern New York) extends along the outcrop limit of the Utica Shale-Trenton Limestone; (2) the northeastern boundary (from southeastern New York, through southeastern Pennsylvania-western Maryland-easternmost West Virginia, to northern Virginia) extends along the eastern limit of the Utica Shale-Trenton Limestone in the thrust-faulted eastern margin of the Appalachian basin; (3) the southeastern boundary (from west-central and southwestern Virginia to eastern Tennessee) extends along the eastern limit of the Trenton Limestone in the thrust-faulted eastern margin of the Appalachian basin; (4) the southwestern boundary (from eastern Tennessee, through eastern Kentucky, to southwestern Ohio) extends along the approximate facies change from the Trenton Limestone with thin black shale interbeds (on the east) to the equivalent Lexington Limestone without black shale interbeds (on the west); (5) the northern part of the boundary in southwestern Ohio to the Indiana border extends along an arbitrary boundary between the Utica Shale of the Appalachian basin and the Utica Shale of the Sebree trough (Kolata and others, 2001); and (6) the northwestern boundary (from east-central Indiana, through northwesternmost Ohio and southeasternmost Michigan, to central Ontario) extends along the approximate southeastern boundary of the Michigan Basin. Although the Utica-Lower Paleozoic TPS extends into northwestern Ohio, southeastern Michigan, and northeastern Indiana, these areas have been assigned to the Michigan Basin (Swezey and others, 2005) and are outside the scope of this report. Furthermore, although the northern part of the Utica-Lower Paleozoic TPS extends across the Great Lakes (Lake Erie and Lake Ontario) into southern Ontario, Canada, only the undiscovered oil and gas resources in the U.S. waters of the Great Lakes have been included in the USGS assessment of the Utica-Lower Paleozoic TPS. This TPS is similar to the Point Pleasant-Brassfield petroleum system previously identified by Drozd and Cole (1994) in the Ohio part of the Appalachian basin.