The failure process of mode II delamination fracture is studied on the basis of the microscopic matrix failure modes (microcracks and hackles) as well as fracture mechanics principles. The crack tip matrix stresses leading to delamination is analysed by examining an adhesive bond with a crack analogous to a delamination crack in the resin layer of a composite. Such crack tip stresses induce matrix microcracks involving two major events : (a) single microcrack initiation and (b) development of multiple microcracks with regular spacing. The microcrack initiation shear stress tau* is found by the use of fracture mechanics to be related to certain resin properties (shear modulus G and mode I fracture tough ness G(IC)) and microcrack length of the order of the resin layer thickness t (related to resin content). The more or less regular microcrack spacing S deduced from shear lag considerations can be related to resin properties G(IC), G, tau(y) (resin yield strength) and t. The multiple microcracks reduce the effective resin modulus and strongly affect the subsequent microcrack coalescence process. As a result of the detailed analysis of the failure process, mode II laminate fracture toughness G(IIC) can be quantitatively expressed as a function of resin G(IC) and (tau(y)(2)/G). The failure process modelled is used to interpret the mode II delamination behaviour of several carbon/epoxy systems studied here and that reported in the literature. This study reveals the critical importance of resin fracture (G(IC) related) and deformation (yielding) mechanisms in controlling mode II delamination resistance of laminated composites.