We present a study of the serpentinized peridotites of the Ghadir-Mohagar-Ambaut area, Egypt. They represent the mantle section of a dismembered ophiolite, tectonically emplaced over a volcanosedimentary succession of island arc assemblages. The serpentinites are variably metamorphosed from greenschist to lower-amphibolite facies, metasomatized, and altered, including development of talc-carbonate and quartz-carbonate rocks, especially along shear zones and fault planes. Nevertheless, some samples contain relics of primary chromian spinel, olivine, and pyroxenes. Relict textures and whole-rock compositions (Mg# ½molar Mg=(Mg 1 Fe 21 ) p 0:92-0:93, with low Al 2 O 3 and CaO contents) both suggest harzburgite protoliths. The high Mg# and Ni contents of relict olivine and the high Cr# (molar Cr=(Cr 1 Al)) of fresh chromian spinel cores indicate that the protoliths experienced high degrees of partial melt extraction (∼34%-39%), well beyond the limit for exhaustion of clinopyroxene from the residue and consistent with formation in a forearc suprasubduction zone environment. The serpentinized ultramafic rocks in the study area are divided into massive serpentinite, serpentinitehosted magnesite masses, and magnesite-filled veins. The carbonation and formation of magnesite ores took place through two metasomatic stages; the first is represented by the magnesite masses and associated with deep-seated metasomatism and alteration during serpentinization, whereas the second, vein-forming stage postdates serpentinization and occurred during obduction of the ophiolite. The differences in chemical composition between massive serpentinite and serpentinitehosted magnesite masses suggest leaching of some elements and enrichment of others during carbonation; MgO, Cr, and Ni are depleted, whereas Fe 2 O 3 , CaO, MnO, Nb, Ba, Cu, Pb, Sr, and Zn are enriched in the serpentinite-hosted magnesite masses, relative to the host massive serpentinite.