The Champlain Sea occupied the Champlain Valley from about 12,500 to 10,000 yr BP. Following an initial maximum limit of inundation, isostatic crustal rebound caused the sea's gradual regression, which is documented by the parallel alignment of tilted shoreline features at successively low elevations along a north-south profile. Two new radiocarbon shell dates, 11,665 ± 175 (QC 200), elevation 95 m, and 10,300 ± 180 (QC 199), elevation 47 m, date early and late Champlain Sea deposits, respectively. From the elevation (ASL) and invertebrate fauna of littoral deposits, three environmentally distinct phases of the sea were recognized. Early Champlain Sea Transitional phase deposits at high elevations are characterized by a mixed association of fresh and euryhaline marine ostracodes. Frigid-subfrigid climates and fluctuating salinities of this period possibly reflect intermixing of the fresh waters of Lake Vermont with incoming marine waters. Hiatella arctica phase faunas indicate similar climatic conditions but significantly higher salinities (polyhaline). Deposits from the final phase of the sea, the Mya arenaria phase, were found at low elevations just above the present level of Lake Champlain. A predominantly cold-temperate, mesohaline fauna characterizes this period. The influences of Lake Algonquin drainage, warm Gulf Stream water and perhaps the retreating Laurentide Ice Sheet are discussed as possible causes for the observed faunal and environmental changes.