Dioctahedral phyllosilicates from an altered rhyolitic hyaloclastite located at Ponza Island, Italy, were studied by scanning electron microscopy (SEM) and transmission electron microscopy (TEM). The samples are from a sequence previously characterized by X-ray diffraction (XRD) methods, indicating that a complete range of illitization accompanies alteration. Backscattered electron (BSE) images, obtained from ion-milled samples, show that samples partly retain the original textures since clay minerals pseudomorph lapilli fragments and preserve vesicular texture. The lowest-grade sample studied contains obsidian clasts partially replaced by smectite. As the alteration grade increases, illitization proceeds with formation of interstratified illite-smectite (I-S), zeolites, illitic phases, feldspars and quartz. The most altered sample contains illite, mica and quartz. Lattice-fringe images show that following the formation of smectite, illitization takes place through the formation of (R=1) I-S, highly illitic I-S and illite with mica; (R=1) I-S is the only ordered interstratified I-S. The BSE and TEM images of Ponza samples show irregular cavities filled with euhedral dioctahedral clay minerals and the zeolite mordenite, providing direct evidence for neocrystallization from a fluid. Chemical compositions by analytical electron microscopy (AEM) support the sequence described. Selected area electron diffraction (SAED) patterns indicate the predominance of 1Md polytypism both in I-S and illitic phases, and the coexistence in the more altered samples of 1Md illite and a 2-layer mica polytype (probably 2M1), without the intermediate 1M polytype generally assumed to exist in prograde sequences. Previous XRD studies indicated progressive change from cis-vacant, turbostratically stacked smectite, to interstratified cis- and trans-vacant, 1Md I-S, to trans-vacant, 1M illite, and then to 2M1 illite in Ponza Island samples. We observed a clear correlation between the chemical compositions as determined by AEM and the proportion of cis-vacant determined by XRD, suggesting that the octahedral cation distributions change in the studied samples with increasing degree of illitization.