An occurrence of kyanite pseudomorphing andalusite, from the Urungwe District of Southern Rhodesia, is described. The pseudomorphs, which include some of the largest of their kind so far recorded, occur in profusion in certain Pre-Cambrian pelitic schists. The original andalusite was completely converted to kyanite during regional metamorphism but the shape of the original crystals was perfectly preserved. This, together with the habit of the kyanite within the pseudomorphs, shows that the change took place under conditions of insignificant shearing stress.