The mudstones in the third member of the Shahejie Formation (Es3) are the primary source rocks in the Banqiao Depression of Bohai Bay Basin. They are rich in organic matter with Total Organic Carbon (TOC) content up to 3.5%. The sandstones in the Es3 member are the deepest proven hydrocarbon reservoir rocks with measured porosity and permeability values ranging from 3.6% to 32.4% and from 0.01md to 3283.7md, respectively. One, two and three-dimensional basin modelling studies were performed to analyse the petroleum generation and migration history of the Es3 member in the Banqiao Depression based on the reconstruction of the burial, thermal and maturity history in order to evaluate the remaining potential of this petroleum province. The modelling results are calibrated with measured vitrinite reflectance (R o ), borehole temperatures and some drilling results of 63 wells in the study area. Calibration of the model with thermal maturity and borehole temperature data indicates that the present-day heat flow in the Banqiao Depression varies from 59.8mW/m 2 to 61.7mW/m 2 and the paleo-heat flow increased from 65Ma to 50.4Ma, reached a peak heat-flow values of approximately 75mW/m 2 at 50.4Ma and then decreased exponentially from 50.4Ma to present-day. The source rocks of the Es3 member are presently in a stage of oil and condensate generation with maturity from 0.5% to 1.8% R o and had maturity from 0.5% to 1.25% R o at the end of the Dongying Formation (Ed) deposition (26Ma). Oil generation (0.5% R o ) in the Es3 member began from about 37Ma to 34Ma and the peak hydrocarbon generation (1.0% R o ) occurred approximately from 30Ma to 15Ma. The modelled hydrocarbon expulsion evolution suggested that the timing of hydrocarbon expulsion from the Es3 member source rocks began from 31Ma to 10Ma with the peak hydrocarbon expulsion shortly after 26Ma. Secondary petroleum migration pathways in the Es3 member of the Banqiao Depression are modelled based on the structure surfaces at 26Ma and present-day, respectively. The migration history modelling results have accurately predicted the petroleum occurrences within the Es3 member of the Banqiao Depression based on the calibration with drilling results of 10 oil-producing wells, one well with oil shows and 52 dry holes. Six favorable zones of oil accumulations in the Es3 member of the Banqiao Depression are identified especially oil accumulation zones I and II due to their proximity to the generative kitchens, short oil migration distances and the presence of a powerful drive force.