Data primarily for phyllosilicates have been obtained for the continuous transitional sequence from mudstone to slate with well-developed slaty cleavage at Lehigh Gap, Pennsylvania, and for slates from quarries in the same area. Samples were studied by optical microscopy, powder X-ray diffraction and electron microprobe analysis, with emphasis on transmission and analytical electron microscopy. Mineral grains are virtually free of deformation-induced strain. Concomitant with the gradual development of cleavage normal to bedding various changes are observed or confirmed, which the paper discusses. Slaty cleavage apparently develops due in part to pressure solution of phyllosilicates oriented parallel to bedding, mass transport of components, and crystallization to form new grains parallel to cleavage. It reflects transitions from imperfect, metastable phases toward ordered stable phases in a low temperature metamorphic environment.