Rare-earth element (REE) analyses of 68 rocks and mineral separate samples from the Samail ophiolite clearly differentiate the various units of the ophiolite suite and indicate that the crustal suite is cogeneitc, produced by crystal fractionation of basaltic magma in a spreading ridge magma chamber. Mantle peridotities are residual in rare-earth character, but cannot be clearly related to the overlying mafic rocks. Chromian spinel is probably insignficant in its effect of REE distribution during partial melting and crystal fractionation, as indicated by the low REE concentrations in chromitite from the Samail. Layered gabbro REE patterns are dominated by cumulus clinopyroxene and plagioclase. Large positive Eu anomalies demonstrate plagioclase accumulation. Modal mixing (mass balance) calculations reveal that most of these adcumulus gabbros have REE patterns that are the products of the REE concentrations of their constitutent cumulus phases in the observed modal proportions; hence no appreciable REE-rich mesostasis is present. Such calculations also allow the prediction of mineral REE concentrations not actually determined by mineral separate analyses. Several high-level (noncumulus?) gabbros yield patterns with positive Eu anomalies suggesting relative plagioclase accumuation, probably due to liquid fractionation (filter pressing). Dike complex REE patterns show light rare-earth element depletions and are similar to, but not necessarily diagnostic of, midocean ridge basalt. They cluster at similar abundance levels; however, the absolute variation in abundance is large, indicative of modification by crystal fractionation. Calculations using partition coefficient data indicate that many dikes represent liquids that could have existed in equilibrium with cumulus minerals of the plutonic suite. Mineral separate REE data from layered cumulus gabbro of the Khafifah stratigraphic section reveal cryptic variation trends that are correlated with major element variation, in support of a long-lived (periodically replenished) magma chamber model (Pallister and Hopson, 1978, 1979, 1981). (Cryptic variation as used herein is defined as the change in mineral composition with respect to stratigraphic position.) The REE cryptic variation shows both direct and inverse correlation to major element variation, indicating that magmatic replenishment was complicated by changes in parent melt REE abundance. A crystal fractionation origin for the small plagiogranite bodies of the Ibra area is favored by REE modeling, although larger bodies (Dasir) may also be related to magmatic inclusion of roofrock with diabase level REE distribution (Gregory and Taylor, 1979).