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Description: Deposits of wave-dominated shorelines are typically considered to act as relatively simple hydrocarbon reservoirs and are commonly modeled as “tanks of sand”. However, important heterogeneities that can act as barriers to fluid flow occur at the parasequence, bedset and bed scales, especially in viscous oil or low permeability oil fields. Heterogeneities at the parasequence and bedset scale have been well-studied, but discontinuous mudstone-beds occurring within the shoreface have received little attention. The Book Cliffs and Wasatch Plateau are among the best exposed and most well-studied deposits of wave-dominated shallow-marine systems in the world. Two parasequences within these outcrops have been studied in detail to investigate the distributions of intrashoreface shales and to propose models for the controls on their distribution. A dataset consisting of 30 km of virtual outcrops derived from oblique helicopter-mounted lidar scanning with supporting stratigraphic sections makes it possible to collect a large quantity of accurate geometric data of depositional elements from inaccessible cliffs. A total of 921 discontinuous mudstone beds were measured. These occur as ellipses with long axes oriented normal to the paleoshoreline. Lengths and widths of these mudstone beds exhibit a lognormal distribution, with means of 21.9 and 13.8 m respectively. Within the shoreface succession, the number of mudstone beds increases downwards while size does not vary significantly with stratigraphic height. There is an average of 100 m cumulative length of shale per 100m of horizontal outcrop; this increases threefold near both wave-dominated deltas and bedset boundaries that reflect minor sea-level fluctuations during progradation.