Abstract: Quartz-gahnite-sillimanite asssemblages are described from a supracrustal enclave at Kraaifontein, 45 km south-west of Springbok in the Namaqualand Metamorphic Complex, South Africa. The assemblage formed by prograde reaction in the granulite facies zone during the 1100 Ma Namaqua event, possibly as the result of desulphidation of sphalerite. Subsequent lower-amphibolite-facies retrogression occurred in close proximity to shear zones during an early Pan-African metamorphic event at 700 Ma. Zincian staurolite formed as overgrowths on gahnite in a hydration reaction involving the consumption of gahnite, quartz, and sillimanite. Compositional zoning to more zinc-rich rims in gahnite at Kraaifontein is unrelated to the retrograde reaction, but is interpreted as a result of changing conditions during the prograde Namaqua event.