This paper considers the development and evolution of pedogenic structures within palustrine facies and their relationship with those of calcretes as exemplified by the Bembridge Limestone (BL) Formation (Upper Eocene) of the Isle of Wight. Within this formation, primary lacustrine facies (mainly biomicrites) have been modified by pedogenesis to varying degrees. Whilst such changes developed as part of an evolving continuum, three structures are recognised to represent evolving stages in this process: brecciated-nodular, clotted-peloidal and peloidal-ooidal structures. A fourth structure, laminar, is sometimes intercalated with the other three and in places is seen to replace them. They are particularly developed in the western outcrops of the formation which represent the palustrine fringes of the main lacustrine bodies. The structures are thought to represent the progressive differentiation of the peloidal and ooidal elements from the original lacustrine sediment and appear to be a response to alternations of wetting and drying of the soil under fluctuating climatic conditions. The vermiform fabric of the laminar structure is attributed to calcified root mats. The general depletion in the heavy O and C isotopes of palustrine facies with respect to the original lacustrine ones is interpreted as being the result of repeated dissolution-reprecipitation processes occurring during soil development. The palustrine facies of the BL correlates well with an intermediate condition between semi-arid and subhumid climates with extensive biological soil modification of freshwater carbonates.