The expansive shales used for roadbeds in Oklahoma are traditionally stabilized with lime. Stabilization with a Class C (high-calcium) fly ash was explored and compared to an optimum design utilizing the conjunctive use of fly ash, lime and cement, in the laboratory and in a field experimental project. Periodic visual observations indicated that the performance of test sections was excellent. Analyses of field samples showed that fly ash, either alone or mixed with lime and cement, was effective in ameliorating the texture and plasticity of the shale by reducing the amount of clay size particles and by imparting higher strength levels to the shale. Laboratory samples showed better stabilization than field samples, but the field samples performed at an acceptable level in measurements of compressive and beam strength, cohesion, angle of internal friction and resistance to deflection. The microstructure of stabilized shale was studied using X-ray diffraction (XRD) and scanning electron microscopy (SEM). Nonbasal (hkl) reflections in stabilized oriented specimens suggest that the clay particles acquire high resistance to dispersive forces. The reduction of the areas under the peaks help explain the strength gain observed. The SEM observations indicated newly formed hydration products, possibly calcium aluminum silicate hydrate crystals, and a rather dense degree of packing as manifested by the substantial reduction of void areas as a result of stabilization.