Abstract: A water-base fluid for use in drilling wells and other drilling operation includes a shale which swells in the presence of water. The fluid preferably includes: an aqueous based continuous phase, and a shale hydration inhibition agent having the formula: H2N—R—{OR′}x—Y in which R and R′ are alkylene groups having 1 to 6 carbon atoms and x is a value from about 1 to about 25. The Y group should be an amine or alkoxy group, preferably a primary amine or a methoxy group. The shale hydration inhibition agent should be present in sufficient concentration to reduce the swelling of the shale. The fluid may be used for formulating drilling fluids such as invert emulsion drilling muds or clear brine drilling fluids. The fluid may also be used in the slurrification and disposal of drill cuttings that contain water swellable clays or shales.