We performed high-precision SIMS (secondary ion mass spectrometry) 26Al-26Mg and oxygen isotope analyses of two unique CAIs, “Mesquite” and “Y24”, found in the CO3.05 chondrites Northwest Africa 7892 and Yamato-81020, respectively. Mesquite is unusually large (∼5 × 3 mm) for a CAI from any CO chondrite and exhibits a layered texture comprising a melilite-rich core surrounded by hibonite- and spinel-rich mantle layers and a semi-continuous spinel-dominated rim. The CAI Y24 stands out because of its distinct mineralogy: grossite, hibonite, and spinel are accompanied by abundant ultra-refractory-element-rich phases such as warkite, kangite, and perovskite. Silicates are absent in Y24.Negatively fractionated δ25Mg values of phases in the core and mantle layers of Mesquite suggest that the inclusion as a whole was never molten and, hence, represents an aggregate of condensates. The relatively large grain sizes of melilite in the core (up to ∼300 µm) most likely are the result of solid-state recrystallization and coarsening of melilite in the course of a heating event occurring in the solar nebula. This heating event, however, did not disturb the Al-Mg systematics of Mesquite. Regardless of their position within Mesquite and the phases analyzed, spots analyzed for Al-Mg plot on a single isochron characterized by an initial 26Al/27Al of (4.95 ± 0.08) × 10–5 and a δ26Mg*0 of –0.14 ± 0.05‰. We suggest that this initial 26Al/27Al ratio corresponds to the formation of Mesquite in the solar nebula that was slightly heterogeneous with respect to Mg isotopes. Spinel in the rim is uniform in Δ17O (∼–25‰); in contrast, hibonite in the core and mantle layers, albeit also 16O-rich, show variable oxygen isotope ratios (Δ17O ∼ –15‰ to –23‰), which would be consistent with hibonite condensation in a gas with quickly-changing oxygen isotope compositions. The 16O-poor composition of melilite (Δ17O ∼ –1‰ to 0‰) in the core could be the result of isotope exchange with an 16O-poor gas, perhaps during the heating event that caused the solid-state recrystallization and coarsening of melilite or the result of oxygen isotope exchange with a fluid on the parent body. Abundant calcite, phyllosilicates, and sodalite are witnesses to late-stage and low-temperature alteration of the Mesquite CAI; calcite and phyllosilicates most likely are of terrestrial origin, but sodalite could have formed in the parent body.Inclusion Y24 is irregularly-shaped, indicating a condensation origin. Completely enclosing other phases, warkite forms the matrix of Y24, which could be the result of simultaneous condensation and growth of warkite, grossite, and hibonite. Possibly, spinel formed by replacing grossite or hibonite or both minerals in a gradually cooling gas before any silicates condensed. SIMS analyses indicate that condensation occurred in an 16O-rich gas when 26Al/27Al was (5.4 ± 1.0) × 10–5. Oxygen isotope exchange with an 16O-poor fluid in the parent body or with an 16O-poor gas in a nebular setting caused the 16O-poor compositions in grossite and kangite.