Fe-Mg carpholite occurs in metasediments of tectonically disrupted basement, shelf and foreland basin units that structurally underlie the Semail ophiolite in NE Oman. In the lower grade, structurally higher units, Fe-rich carpholite coexists with paragonite, quartz, illite, kaolinite and chlorite, whereas in deeper units, Fe-Mg carpholite occurs with pyrophyllite, sudoite, phengite and/or chloritoid. Mineral compositions in these units indicate that chlorite is more magnesian than coexisting Fe-Mg carpholite at low temperatures and pressures but, at higher metamorphic grades, X, , decreases in the order sudoite > carpholite > chlorite > chloritoid. This suggests a reversal in Fe-Mg partitioning between Fe-Mg carpholite and chlorite at temperatures below or close to those of the breakdown of kaolinite + quartz to pyrophyllite and at XHg = 0.35.Phase relations and mineral equilibria indicate that the P-T conditions of formation of the Fe-Mgcarpholite-bearing rocks of NE Oman range from 280-315" C, 3-6 kbar for the structurally highest units to 325-440" C, 6-9.5 kbar for the deepest units, indicating a systematic down-section increase in metamorphic grade. Textural relations in these rocks, interpreted in the context of pertinent equilibria, are consistent with the clockwise P-T paths previously constrained for these units from petrological studies of interlayered isofacial mafic rocks.