///According to field investigation, it is found that the black rock series of Shuigoukou Formation in Shanyang area of the Qinling Mountains is made up of micritic limestone, carbonaceous argillite, claystone, carbonaceous siliceous argillite, carbonaceous limestone and silicalite. Phosphatic nodule and barite are commonly seen in these rocks. The abundances of rare earth elements and some trace elements such as V, Ni, Co, U, Th in the black rock series were measured using ICP-MS method. According to a comparison of these related parameters of REE and trace elements with the available data in the references and the La/Yb-Ce/ La and La/Yb-REE diagrams, it is suggested that the black rock series of Shuigoukou Formation was formed in the environment of a dry, anoxic and profundal to semi-profundal faulted depression sea basin belonging to a passive continental margin.