A chronosequence of calcic soils formed on granitic glaciofluvial terrace deposits of Rock Creek and the Clarks Fork in south-central Montana shows progressive replacement of aluminosilicate parent-material grains by calcium-magnesium carbonate. The terraces range from late Pliocene to Holocene in age as dated by tephrochronology, correlation, and stream incision rates. Replacement is first seen in soils that are as old as 120,000 yr; the amount and degree of replacement increase in soils older than 120,000 yr along with the development of calcic horizons. Under the petrographic microscope, carbonate replacement of quartz, feldspars, and the groundmass of andesite grains in Rock Creek soils is shown by embayed grains, networks of carbonate along cracks and between parts of polycrystalline grains and optically aligned grain fragments within carbonate masses. Microprobe data suggest that silica is released by replacement because it is absent from carbonate-filled spaces and is depleted in corrosion pits. Little microscopic evidence exists to support displacement of framework grains by carbonate because fragments of a single grain are rarely rotated out of optical alignment. In the calcic soils of Rock Creek, K-fabric (grains floating in a carbonate matrix) may form by both replacement and displacement. ?? 1988.