The Christy Ti-V-Nb deposit is hosted by the Arkansas Novaculite, adjacent to the carbonatite-alkaline Magnet Cove Complex. Mineralized rock contains up to 8 wt percent Ti, 2.68 wt percent V, and 0.124 wt percent Nb. Minor amounts of Li and Mo are present, and there is evidence for the preferential concentration of the middle to heavy rare earth elements (REE) in altered clay-rich dikes. Mineralized rock consists of (1) thermally recrystallized novaculite that is partly replaced by actinolite, sodic amphibole, taeniolite (KLiMg 2 Si 4 O 10 F 2 ), pyrite,and siderite, (2) brookite-bearing amphibole- and taeniolite-rich rock that contains siderite and pyrite, (3) quartz-brookite aggregates, and (4) goethite-rich rocks that form the oxidized zone of the deposit. Unaltered rock is scarce at the Christy deposit. Comparison of mineralized lithologies from the Christy deposit with those from two other areas of mineralization associated with the Magnet Cove Complex, the Magnet Cove Titanium Corporation deposit ("Rutile deposit") and the Hardy-Walsh prospect, provides mineralogical and chemical evidence for the source of the mineralizing fluids at the Christy deposit.Massive clay-rich (kaolinite + or - smectite) dikes are in contact with the mineralized zones of the Christy deposit. The presence of relict K feldspar and pyrite in the least altered dikes and certain characteristic trace elements (e.g., Ba, Rb) suggest that the Christy dikes are related to less pervasively altered rutile-mineralized, pyrite-bearing carbonate-feldspar dikes fromthe Rutile deposit. The feldspar-carbonate dikes from the Rutile deposit may be the products of intense alkali metasomatism of alkaline igneous silicate rocks that were emplaced prior to the intrusion of the Magnet Cove carbonatite.The Christy deposit formed through a series of complex processes. The initial phase of mineralization is directly related to the infiltration of novaculite by alkali-rich fluids that were probably derived from carbonatite magma. Introduction of the metasomatic fluids preceded emplacement of massive feldspar- and pyrite-bearing dikes that were subsequently altered to the clay-rich masses Titanium, V, Nb, and Li were introduced by the alkali-rich fluids at temperatures that were, as indicated by fluid inclusion data (Willis et al., 1991), as high as 600 degrees C. During the initial stage of mineralization, V was concentrated in aegirine and sodic amphibole, Li was concentrated in taeniolite, minor amounts of Ti were concentrated in aegirine, and pyrite formed. The replacement of novaculite by the aforementioned minerals yielded excess silica, which precipitated as quartz in veins and as clear overgrowths on recrystallized, inclusion-rich (partly replaced) quartz. Niobium- and V-bearing brookite precipitated with the quartz. Minerals formed during the first stage reacted with a second fluid at temperatures of 100 degrees to 300 degrees C, as indicated by fluid inclusion data (Willis et al., 1991), and V was then concentrated in smectite and goethite. The isotopic composition of siderite [delta 18 O SMOW = 23.8-25.0ppm, delta 13 C PDB = -7.1 to -8.9ppm suggests that the second fluid was a mixture of low-temperature metasomatic fluid and ground water. Vanadium was further concentrated in clay minerals (Breit et al., 1992), in goethite, and in vug minerals as low-temperature alteration proceeded. Brookite is not totally resistant to weathering and it is at least partly replaced by other oxides in the oxidized zone.