Abstract— Calcium- and aluminum-rich inclusions (CAIs), chondrules, dark inclusions and matrices in certain CV3 carbonaceous chondrites appear to have been modified by different degrees of late-stage alteration processes that caused significant variations in mineralogy and chemistry. Some chondrules and CAIs are rimmed with fayalitic olivine. Metal in all components may be oxidized and sulphidized to magnetite, Ni-rich metal and sulfides. Silicates in all components are aqueously altered to different degrees to phyllosilicates. Primary minerals in some CAIs experienced Fe-alkali-halogen metasomatism forming nepheline, sodalite, wollastonite, hedenbergite and other secondary minerals. In CV3 chondrites with metasomatized CAIs, nepheline, sodalite, etc. are also present in chondrule mesostases and in matrices. McSween's (1977b) reduced subgroup of CV3 chondrites generally shows minimal alteration of all components and may represent the unaltered precursors for the oxidized CV3 chondrites, which generally show major alteration. Most studies have been focused on specific components in CV3 chondrites and have not considered possible relationships between alteration processes. We infer from the correlated occurrences of the alteration features that they were closely related in time and space and review nebular and asteroidal models for their origins. We prefer an asteroidal model.