The Penrith Sandstone (Lower Permian) of north west England is a continental red bed sandstone, deposited as barchan sand dunes in a hot, arid desert environment. The rock displays a high degree of mineralogical and textural maturity, being a coarse, well sorted orthoquartzite, composed of rounded unstrained, strained and polycrystalline quartz grains, with subordinate feldspar and rock fragments. Distinct petrographic features of the detrital grains suggest derivation from the Millstone Grit (Upper Carboniferous) sandstones of Yorkshire, and perhaps County Durham. In the southern part of the area non-silicified sandstones are interbedded with calcite cemented alluvial fan breccias (brockrams). This contrasts markedly with northern areas where brockrams are absent, in that the sandstones are tightly cemented with secondary quartz, occurring as overgrowths of optically continuous, bipyramidal quartz crystals around detrital grains. Many varieties of overgrowth are present, their structure being pre-determined by the internal structure of the detrital grains. Thus, unicrystaline unstrained and strained, and polycrystalline overgrowths can be recognised. Overgrowths of secondary feldspar occur occasionally on detrital orthoclase and microcline. It is suggested that the source of the secondary quartz is due to the solution of the siliceous dusts produced during aeolian abrasion of the quartz grains. Alkaline desert groundwaters are considered to be responsible for taking the siliceous dust into solution, which, upon evaporation, precipitated the silica as optically continuous quartz overgrowths around the detrital grains. The inverse relationship between silicification of the Penrith Sandstones and brockram distribution is attributed to differences in compositon of the groundwaters in the two facies.