Magnesite pebbles in Miocene lacustrine conglomerates in northwest Turkey have been partially to totally replaced by sepiolite. Only 5% of the magnesite pebbles have been converted to essentially pure sepiolite; the rest represent mixtures of magnesite and sepiolite. This process of sepiolitization is documented by X-ray diffraction (XRD), chemical, scanning electron microscopy (SEM) and Brunauer-Emmett-Teller (BET) techniques. These techniques show that the sepiolitization proceeds from the rim towards the core of the pebbles. The conglomerates, with pebbles of magnesite and ultramafic rocks, were deposited in a near-shore environment on the margin of a large Miocene lake with an ophiolitic substratum. The diagenetic transformation of magnesite to sepiolite is believed to have been caused by the interaction of mixed meteoric and lacustrine waters, which were undersaturated with respect to magnesite. The sepiolitization occurred during the highstands of the lake, when the near-shore conglomerates were flooded by the silica-rich lake waters. The pH of the water during the sepiolitization was probably on the order of 10.5-11.5. The sedimentary magnesite beds in the center of the Miocene basin show no sepiolitization, which is explained by the presence of pore water saturated with respect to magnesite. The magnesite-sepiolite replacement process is chemically modeled as a 4-stage process from dimerization to polymerization.