Two siliciclastic-filled (sandstone and shale) paleocaves in the Mississippian (Osagean) Burlington-Keokuk Limestone are exposed in roadcuts in Dade County, Missouri. These caves formed in pre-Atokan time as suggested by their shale and/or sandstone fill, which contains Late Atokan spore and pollen fossil assemblages. These flora, and sedimentologic analysis, suggest that the cave-fill deposits were derived from Late Atokan terrestrial deposits (McLouth Formation) and not Desmoinesian age rocks (Krebs Group) that are exposed nearby. The McLouth Fm. similarly fills subsurface paleocaves in Leavenworth and Jefferson counties in Kansas.