Abstract: The Loe Shilman carbonatite sheet complex comprises an extensive amphibole sovite which is intruded by minor biotite sovite and amphibole ankeritic carbonatite. The carbonatites have fenitized the country rocks to form a metasomatic zone c. 100 m wide of alternating mafic and felsic mica-bearing banded fenites which grade into slates and phyllites. Phlogopite-rich micas occur nearest to the carbonatite contact. The biotites occur in K-feldspar + albite ± Na-amphibole ± aegirine and ± phengite fenites produced by the intrusion of the early amphibole sovite. Aegirine buffered the iron distribution and the biotites became more magnesian. Veins cross-cutting the fenites consist of biotite and/or Ba-bearing K-feldspar, and are interpreted to result from solutions emanating from the biotite sovite. The ankeritic carbonatite is responsible for the formation ofphlogopite in the fenites in a c. 3 m wide zone adjacent to the carbonatite, and evidently are the result of fenitizing fluids rich in Mg. Chemical equations calculated to balance the reactions interpreted to have taken place in the fenites suggest that about 10% of the Al and Si in the protolith was mobilized and moved towards the carbonatites during fenitization, and that the fenitizing solutions were strongly alkaline and oxidizing.