The lower shaly member of the Cody Shale in the Bighorn Basin, Wyoming and Montana is Coniacian to Santonian in age and is equivalent to the upper part of the Carlile Shale and basal part of the Niobrara Formation in the Powder River Basin to the east. The lower Cody ranges in thickness from 700 to 1,200 feet and underlies much of the central part of the basin. It is composed of gray to black shale, calcareous shale, bentonite, and minor amounts of siltstone and sandstone. Sixty-six samples, collected from well cuttings, from the lower Cody Shale were analyzed using Rock-Eval and total organic carbon analysis to determine the source rock potential. Total organic carbon content averages 2.28 weight percent for the Carlile equivalent interval and reaches a maximum of nearly 5 weight percent. The Niobrara equivalent interval averages about 1.5 weight percent and reaches a maximum of over 3 weight percent, indicating that both intervals are good to excellent source rocks. S2 values from pyrolysis analysis also indicate that both intervals have a good to excellent source rock potential. Plots of hydrogen index versus oxygen index, hydrogen index versus Tmax, and S2/S3 ratios indicate that organic matter contains both Type II and Type III kerogen capable of generating oil and gas. Maps showing the distribution of kerogen types and organic richness for the lower shaly member of the Cody Shale show that it is more organic-rich and more oil-prone in the eastern and southeastern parts of the basin. Thermal maturity based on vitrinite reflectance (Ro) ranges from 0.60–0.80 percent Ro around the margins of the basin, increasing to greater than 2.0 percent Ro in the deepest part of the basin, indicates that the lower Cody is mature to overmature with respect to hydrocarbon generation.