The aim of this study was to evaluate soil properties changes in a soil toposequence series in Khuzestan province. Twelve soil profiles were dug in north to south direction in this province, according to the changes of the slope in Karoon’s alluvial deposits. The results showed that soil texture regularly changes to heavier form from north to south. It was slightly of redoxomorphic features in low land. Therefore, salic horizon was formed in this land. Despite high water table in this area, gray or mottle forms were few due to high soil salinity. The carbonates were eluviated from surface to subsurface horizon therefore, calsic horizon was formed due to illuviation. Secondary carbonate accumulation was maximum in the studied area. Both classic horizon and cambic horizon were formed in some pedons under long time cultivation in north regions. These developments were originated from organisms that grew under good drainage class. The smectite was seen in the south part of region. It may have been transported by river and deposited under high salinity and flocculated in contact to Persian Gulf’s saline water. The palygorskite was not seen in all patterns. This clay was removed in pedons under long time cultivation in the north area due to more leaching. High irrigation water can accelerate palygorskite transformation. Also, the XRD patterns showed that chlorite, illite, kaolinite and quartz were main clay minerals in the studied soils.