"In addition to meeting various geophysical requirements, an ultrabasic upper mantle must provide a source both for olivine nodules and for the range of 'primary' basaltic types, i.e. those which are apparently uncontaminated and undifferentiated. Potassium abundances and other considerations suggest that olivine nodules represent upper mantle which has previously yielded basalt by partial fusion but is now 'barren', principally because of potassium depletion, and is unable to yield more. The possible range of potassium contents of 'parent' upper mantle (still able to yield basalt) is considered and it is argued that at any concentration within this range, the potassium is not distributed between the main mantle phases as a trace component but is contained largely within a potassium-rich minor phase. It is shown that this phase is probably an amphibole and may make up between 2 and 20 wt. per cent of parent upper mantle. In addition to the isochemical phase changes to be expected with increasing depth, a transition is proposed from an upper zone of amphibole-free (barren) upper mantle to a lower zone of amphibole-bearing (parent) upper mantle."