The paper outlines the development of"a process for removal of iron oxides from ilmenite, thereby upgrading the TiO2 content of Western Australian ilmenites, from 55 to approximately 90 per cent. In the first stage, the iron oxides are reduced with solid carbon (coal) to metallic iron. Experimental reduc- tions were carried out in crucibles,, a fluidised bed and a small pilot plant rotary kiln. The reduced'ilmenite is,then agitated in aerated water, in the presence of catalysts, so that the iron "rusts" away from the ilmenite'grains and the precipitated iron oxide is easily separable by decantation. The influence of variables on the rates. of reduction and oxidation are discussed, The oxidation rate was exam- ined for both - the' physical oxygen-transfer characteristics and electrochemically by reference to Peurbaix diagrams, which plot redox potential against solution 'PH, The upgraded ilmenite is expected to be an attractive material. for pigment -manufacture,, and the iron oxide has prospects of being a marketable by-product. The process may possibly be. applied, to .other..ores.