For the establishment and growth of plants, spent oil sand lacks Ca, K, NO3-N, available P, Zn, CEC and available water storage capacity. Cu, Mn and possibly SO4-S are marginally adequate in spent sand. Oil sand overburden materials within the mine area of Syncrude Lease No. 17 were sampled and analyzed with the intent of isolating mineral materials overlying lean oil sand which may be useful in the amelioration and reclamation of spent oil sand. Overburden materials were broadly identified. Physical properties analyzed and discussed include: saturation percent, particle size distribution, soil moisture storage capacity, and specific surface and Atterberg limits on selected samples. Chemical properties analyzed and discussed include: pH, EC, SAR, major water soluble cations and anions, major extractable cations, CEC, NO3-N, total N, available P and DTPA-extractable Cu, Fe, Mn and Zn. Fine-textured materials within the mine area of Syncrude Lease No. 17 have a limited distribution. Heavy clay materials, particularily, have sufficient levels of Ca, K, Zn, Cu, Mn and SO4-S and a sufficiently high CEC and available water storage capacity to contribute substantially in the amelioration and reclamation of spent oil sand.