Abstract: The distribution of the minor impurities, aluminium and silicon, between co-existing phases in altered ilmenite grains from three Western Australian localities has been investigated using SEM and electronmicroprobe analyses. A striking dependence of the impurity levels on the Ti/(Ti + Fe) fraction is observed. For compositions with Ti/(Ti + Fe) between 0.45 and 0.60, i.e. between ferrian-ilmenite and pseudorutile, the impurity content is virtually independent of Ti/(Ti + Fe), and is very low (0.2 wt. % Al2O3. 0.05 wt. % SiO2). For compositions between those of rutile and pseudorutile, there is a direct correlation between the impurity contents and the Ti content of the alteration phase. The impurity levels increase with increasing Ti/(Ti+Fe) to about 3 wt. % Al2O3 and 1 wt. % SiO2 for compositions close to TiO2. Thus during the latter stages of ilmenite alteration, alumina and silica are extracted from the ambient environment and are coprecipitated with, or adsorbed on to, the alteration products. The observed dependence of the alumina and silica contents on extent of alteration is consistent with a two-stage alteration mechanism earlier proposed (Grey and Reid, 1975).