J. R. R. Tolkien: the master     
     storyteller who shaped the most
    compelling fantasy of all time...
                                      
 THE HOBBIT.                          
                                      
 The Lord of the Rings.                
                                      
 THE FELLOWSHIP OF                     
 THE RING                              
 THE TWO TOWERS.                       
 THE RETURN OF                         
 THE KING.                             

                     THE SONG OF TUOR.                 
                                                      
  "Then  the  magic  drifted  from  me  and  that music
  loosed its bands -                                   
  Far, far-off, conches calling - lo! I  stood in  the sweet
  lands,                                               
  And  the  meadows  were  about  me  where  the  weep-
  ing willows grew,                                    
 Where  the  long  grass  stirred  beside  me,  and  my
  feet were drenched with dew.                         
 Only the reeds were rustling,  but a  mist lay  on the
  streams.                                            
  Like a  sea-roke drawn  far inland,  like a  shred of
  salt sea-dreams.                                     
 "Twas   in   the   Land  of   Willows  that   I  heard
  th'unfathomed breath                                 
 Of  the  Horns  of  Ylmir calling - and  shall  hear  them
  till my death."                                      

  By J. R. R. Tolkien.                                             
  Published by Ballantine Books:                                  
                                                                 
  THE HOBB1T.                                                      
                                                                 
  THE LORD OF THE RINGS.                                           
                    The Fellowship of the Ring.                    
     The Two Towers.                                              
     The Return of the King.                                      
                                                                 
  THE SILMARILLION.                                            
                                                                 
  UNFINISHED TALES.                                                
                                                                 
  THE TOLKIEN READER.                                             
                                                                 
  SIR GAWAIN & THE GREEN KNIGHT.                                  
                                                                 
  SMITH OF WOOTTON MAJOR & FARMER GILES OF HAM.                
                                                                 
  THE HISTORIES OF MIDDLE-EARTH.                                  
  The Book of Lost Tales 1.                                       
  The Book of Lost Tales 2.                                       
  The Lays of Belariand.                                          
  The Shaping of Middle-earth.                                    
                                                                 
  By Humphrey carpenter:                                           
  TOLKIEN: The Authorized Biography.                              
                                                                 
  By Paul H. Kocher:                                              
  MASTER OF MIDDLE-EARTH:                                         
  The Fiction of J. R. R. Tolkien.                                
                                                                 
  By Robert Foster:                                               
  THE COMPLETE GUIDE TO MIDDLE-EARTH:                             
  From The Hobbit to The Silmarillion.                            
                                                                 
           Books  published  by  The  Ballantine  Publishing Group
           are available at quantity discounts on  bulk purchases
           for  premium,  educational, fund-raising,  and special
           sales use. For details, please call 1-800-733-3000.

                THE                 
             SHAPING OF             
              MIDDLE-               
               EARTH.               
                                   
    The Quenta, The Ambarkanta,     
           and The Annals.          
                                   
         J. R. R. Tolkien.         
                                   
                                
          A Del Rey(R) Book.          
    BALLANTINE BOOKS þ NEW YORK.    

  Sale of this book without a front cover  may be  unauthorized. If
  this book is coverless, it may have been reported to the publish-
  er as "unsold or destroyed" and neither the  author nor  the pub-
  lisher may have received payment for it.                         
                                                                  
  A Del Rey Book.                                                  
  Published by Ballantine Books.                                   
                                                                  
  Copyright (C) 1986 by Frank Richard Williamson and Christopher     
  Reuel Tolkien as Executors of the Estate of J. R. R. Tolkien.
                                                                  
  All rights  reserved under  International and  Pan-American Copy-
  right Conventions. Published in the  United States  by Ballantine
  Books, a division of Random House, Inc., New York.               
                                                                  
  Library of Congress Catalog Card Number: 86-10338.               
                                                                  
  ISBN 0-345-40043-7.                                              
                                                                  
  First published by Houghton Mifflin Company.                     
                                                                  
  Reprinted by special arrangement with Houghton Mifflin           
  Company.                                                         
                                                                  
  Manufactured in the  United States  of America.                  
                                                                  
  First Ballantine  Books Edition:  December 1995.                 
                                                                  
  10 9 8 7 6 5 4 3 2 1.                                            

                           CONTENTS.                                 
                                                                    
  Preface.                                                       Vll.
                                                                    
     I.PROSE FRAGMENTS FOLLOWING THE 1.                              
                                                                    
         LOST TALES.                                                 
                                                                    
    II.THE EARLIEST 'SILMARILLION'.                               11.
         Commentary.                                             47.
                                                                    
   III.THE QUENTA.                                                 92.
         Commentary.                                            199.
         Appendix  1:  AElfwine's  translation of  the Quenta        
   into  Old   English;  Old   English  equivalents   of  El-        
   vish names.                                                  251.
         Appendix 2: The Horns of Ylmir.                        262.
                                                                    
   IV.THE FIRST 'SILMARILLION' MAP.                             269.
                                                                    
    V.THE AMBARKANTA.                                           288.
                Commentary.                                     296.
                                                                    
                              VI.THE EARLIEST ANNALS OF VALINOR.310.
   Commentary.                                                    325.
                                                                    
               Appendix: AElfwine's translations of the Annals       
               of Valinor into Old English.                     334.
                                                                    
                                      V.                             

                    VII.THE EARLIEST ANNALS OF BELERIAND.351.
        Commentary.                                        375.
        Second version of the earliest Annals.             393.
        Commentary.                                        400.
        Appendix: AElfwine's translation of the Annals of     
         Beleriand into Old English.                       406.
                                                             
 Index.                                                    412.