The Cretaceous Okorusu carbonatite, Namibia, includes diopside-bearing and pegmatitic calcite carbonatites, both exhibiting hydrothermally altered mineral assemblages. In unaltered carbonatite, Sr, Ba and rare earth elements (REE) are hosted principally by calcite and fluorapatite. However, in hydrothermally altered carbonatites, small (<50 µm) parisite-(Ce) grains are the dominant REE host, while Ba and Sr are hosted in baryte, celestine, strontianite and witherite. Hydrothermal calcite has a much lower trace-element content than the original, magmatic calcite. Regardless of the low REE contents of the hydrothermal calcite, the REE patterns are similar to those of parisite-(Ce), magmatic minerals and mafic rocks associated with the carbonatites. These similarities suggest that hydrothermal alteration remobilised REE from magmatic minerals, predominantly calcite, without significant fractionation or addition from an external source. Barium and Sr released during alteration were mainly reprecipitated as sulfates. The breakdown of magmatic pyrite into iron hydroxide is inferred to be the main source of sulfate. The behaviour of sulfur suggests that the hydrothermal fluid was somewhat oxidising and it may have been part of a geothermal circulation system. Late hydrothermal massive fluorite replaced the calcite carbonatites at Okorusu and resulted in extensive chemical change, suggesting continued magmatic contributions to the fluid system.