ABSTRACT The Songhay language is spoken in Mali (W.Africa) chiefly in two dialect groups, Gao and Timbuktu-Djenne. (Better-known and numerically larger Songhay dialects are spoken in neighboring Niger.) The T-Dj dialecl group appears to reflect the rapid extension of Songhay during the "Songhay Empire" with its capital in Gao, which ended with a Moroccan incursion in 1594. The T-Dj dialects show significant divergences from the Gao dialect, including a bare-bones reduction and regularization of the morphology and a shift from SOV to SVO word order. The development of the T-Dj dialect group will be studied in connection with the hypothesis that some form of creolization occurred in the formative stages, and in the knowledge that neighboring languages have continued to influence it in its functions as lingua franca along the Niger River in northern Mali. Of the neighboring languages, Hassaniya Arabic (and Classical Arabic) have been studied by the PI. Tuareg, Fulbe (Ful, Fula, Fulani), and Bozo will be the objects of secondary study in this project to complete the linguistic "ecology" for the developmental study of T-Dj Songhay.