Electron microprobe analyses of lherzolite and clinopyroxenite nodules and clinopyroxene megacrysts in 0.70 m.y. old olivine nephelinite of Aitutaki Island, Cook Islands, yielded the following: (1) Olivine, F090-92; orthopyroxene, FSS-IO WO l _ 3 ; clinopyroxene, FS46W041_50; and brown spinel, SP75 in the lherzolite. All have compositions characteristic of lherzolites worldwide.(2) With 1 exception, textures are also characteristically lherzolitic; the excepted nodule is atypically poikiloblastic where orthopyroxene insets are surrounded by olivine. (3) The opx--cpx pairs in lherzolite form 2 groups of equilibrium temperatures 774-834°C and 1040-1l40°C; these correspond' to different' modal compositions where the higher T nodules have more olivine (pale green overall versus greenish-black for lower T nodules). (4) Orthopyroxene-spinel intergrowths in the lower T lherzolite nodules suggest a history involving inversion from garnet lherzolite during diapiric upwelling, although both modal groups equilibrated within a 25-70 km depth range. (5) Clinopyroxenites and cpx-megacrysts have compositions agreeable with a high pressure cognate origin. Some contain spongy textures, with nepheline in the vuggy areas, that probably developed from disequilibrium with the undersaturated host magma causing partial melting. The composition of 1 clinopyroxene megacryst, however, qualifies as an early phenocryst of the host; it, too, is spongy, containing nepheline and leucite, plus olivine of a composition like that in the host's groundmass.