Organic-rich Upper Cretaceous sequences in Israel were deposited in an extensive, highly productive upwelling-linked system which prevailed along the southern Tethys margin, and lasted for ~19 m.y. (Santonian to late Maastrichtian). An understanding of the spatial and temporal characteristics of this system was gained through detailed paleontological and geochemical analyses of subsurface sequences in two basins in Israle, representing an outer (Shefela) and an inner (Zin) facies belt. The nature of the upwelling system, and its effect on the sedimentary record, is related to two basic environmental parameters, namely paleoproductivity intensity and oxygen levels at the bottom. The assessment of these parameters and their interrelationship has been performed through the development of paleontological (foraminiferal) criteria, which are independent of the organic matter content. Following the establishment of these criteria, it is concluded that the productivity reached its maximum intensity during the late Campanian, which was also the time of most notable differentiation between the center of the upwelling system in the inner belt and the less intense conditions in the outer basin. This distribution is expressed in varied lithology (organic-rich carbonates, phosphorites, and siliceous rocks) at the core of upwelling and a uniform lithology (organic-rich carbonates) at the margin of this system. The uniform lithology of the Maastrichtian in both basins, composed of organic-rich carbonates, is ascribed to a gradual weakening of productivity. The bottom conditions in the inner belt during the late Campanian (the time of maximum surface productivity) were near anoxic, changing to more aerated (dysaerobic) conditions during the early Maastrichtian. In the outer belt a more aerated bottom (dysaerobic) prevailed throughout the late Campanian to late Maastrichtian. The elevated organic matter content in both basins reflects the overall environment of high productivity; its actual variations, however, seem to be unrelated to changes in surface productivity and bottom oxygen levels.