Abstract: The Mecca Quarry Shale Member from Velpen, Indiana contains abundant vanadium which occurs in solid solution within illite-rich illite-smectite (I-S) having an average content of 1.65 wt. % V, and an overall composition of K0.8(Al2.8Mg0.5Fe0.4V0.3)(Si7.2Al0.8)O20(OH)4, analogous to the V-rich dioctahedral mica, roscoelite. The illite contains more than twice as much V as the associated kerogen. Detrital mica has a composition typical of 2M1 muscovite and contains no vanadium. The V-rich illite has a structure and composition typical of formation during normal prograde diagenesis and probably is widespread in the Mecca Quarry Shale because the bed is enriched in V throughout the Midwest. The smectite-to-illite reaction can not be a result of passive burial metamorphism because the host strata were buried no deeper than ∼0.5 km at Velpen. The formation of illite occurred in unlithified sediments at shallow depths under the influence of pervasive 80–110°C basinal brines, possibly the same fluids that were responsible for the Mississippi Valley-type lead-zinc mineralization common in the Midwest. The presence of two types of K-rich phyllosilicates may be part of the reason for the lack of correlation between bulk V concentrations and the intensities of X-ray diffraction peaks of illite reported by others.