Discordant veins, pipes and occasionally subconcordant sheets of iron-rich ultramafic pegmatite disrupt the layered cumulate sequence of the Upper Critical Zone, Rustenburg Layered Suite, Bushveld Complex. These pegmatite bodies have been studied where they replace the Merensky Reef footwall at Northam Platinum Mine, situated in the Swartklip Facies of the western lobe of the Rustenburg Layered Suite. Composed chiefly of ferroaugite and fayalitic olivine, the pegmatites appear to be formed by the preferential replacement of plagioclase-rich cumulates within the layered sequence. Fe-Ti oxides, sulphide (pyrrhotite and chalcopyrite) and plagioclase also occur in variable quantities. Differentiation within the pegmatite is observed where it has spread laterally beneath the impervious Merensky chromitite layer, with the development of subparallel cm-scale layers of massive magnetitite, massive sulphide and sulphide pegmatite. While some Fe-rich mobile phase must have been responsible for the pegmatites, it is concluded that the pegmatite bulk composition does not represent the original liquid. Furthermore the mode of occurrence precludes the injection of a crystal mush. Rather it is argued, mainlyon geochemical and isotopic grounds, that Fe-rich residual melts derived from the Upper Zone in the downward crosscutting gap areas migrated laterallyand upwards into the adjacent Upper Critical Zone. Variable reaction with the layered cumulates produced the anastomosing pegmatite bodies.