Iron ore deposits in south-central Missouri have emerged as a possible resource for the rare-earth elements. The pea ridge iron mine is one such deposit. Rare-earth minerals at the pea ridge iron mine are contained in breccia pipes consisting primarily of silicon oxides and feldspars. These pipes extend up through the magnetite ore body and appear to be alterations and replacement of earlier hematite. The mineralogy of these pipes is very complex and varied, which could complicate the concentration and extraction of the rare- earth minerals. This U.S. Bureau of Mines report represents a study by characterization of the mineral phases to assess the amenability and development of concentration and extraction techniques. Previous characterization of rare-earth minerals has been mainly by transmitted light microscopy. This method along with relected light microscopy, scanning electron microscopy, and x-ray diffraction was used to identify and characterize the rare-earth and associated minerals. The minerals identified were the major ore minerals, magnetite and hematite; the rare-earth phosphates, monazite and xenotime; the rare-earth silicate, allanite; the minor associated minerals, cassiterite, pyrite, and apatite; and the gangue minerals, feldspar, quartz, and actinolite.