The construction of a dam at Empingham, Rutland has provided an opportunity to investigate the nature and effect of cambering and valley bulging. A detailed lithostratigraphic sequence has been established and the Upper Lias has been divided into a series of micropalaeontological zones. These features have enabled the internal structure of the Upper Lias to be determined in boreholes and at outcrop. The cambering process results in a progressive valleyward thinning which affects almost the entire Upper Lias sequence. The valley bulges are complex anticlinal structures developed in the valley floors. At depth the steeply inclined strata caught up in the valley bulge gives way along a possible decollement plane to largely undisturbed strata. The valley bulge structures occur throughout the valley and their courses are reminiscent of the trends of the modern valley system. This suggests that they may have been developed in the floors of the ancestral drainage system. The superficial structures were developed at the time of the Chalky Boulder Clay glaciation. Subsequent development of the valley has been a process of continued downcutting with landslipping and solifluxion being the dominant processes since the last glaciation. Possible mechanisms for the development of the superficial structures are discussed in the Appendix.