Serpentinization of olivine-rich troctolite from core 227, Integrated Ocean Drilling Program (IODP) Hole U1309D ranges from 10 to 90. Two episodes of serpentinization are recognized. The first, dominant in weakly serpentinized samples, is an approximately isochemical (except for water) replacement of olivine (Fo(8485)) by a mixture of serpentine (antigorite, Mg-number 92) and brucite (amakinite-rich; Mg-number 65). The compositions of the minerals in type 1 veins are a reflection of FeMg exchange between olivine and the brucite serpentine formed during early serpentinization. The early serpentinite veins (type 1) are thin ( 005 mm), irregular, and exploit pre-existing cracks in olivine. The presence of antigorite suggests that early serpentinization occurred at T 300C. Type 1 veins reflect rock-dominated serpentinization, became isolated early in their history, and persist as relicts in all but the most altered samples. The main episode of serpentinization is manifested by through-going lizardite (average Mg-number 96)magnetite veins (type 2). Type 2 veins define an anastomosing foliation, may be several millimeters in width and appear to exploit pre-existing, favorably oriented type 1 veins. Type 2 veins reflect open-system serpentinization. Magnetite in these veins formed by oxidation of the Fe in brucite and serpentine, whereas addition of silica to the system converted the Mg-component of the brucite to serpentine. Magnetite forms one or more distinct bands in the interior of the vein and is never in direct contact with relict olivine. A bruciteserpentine mixture, similar to that found in type 1 veins, but with lizardite instead of antigorite, is commonly present at the margins of type 2 veins (i.e. where they are in reaction contact with relict olivine). We interpret type 2 veins as a steady-state system where brucite continually forms at the olivinevein contact and then reacts out in the interior of the vein. This continual formation and destruction of brucite imposes an exceptionally low a(SiO2) on the system. Magnetite and olivine are never in contact in type 2 veins (or anywhere else) because the olivine-out reaction yields ferroan brucite and not magnetite. The desilication of serpentine in the type 2 veins is a reflection of the inherent instability of Fe-rich serpentine with respect to magnetite at low silica activity. Thus, the composition of serpentine in equilibrium with magnetite in serpentinites is a function of serpentinemagnetite and not serpentineolivine equilbria.