Mantle-derived xenoliths of spinel lherzolite, spinel pyroxenite, garnet pyroxenite and wehrlite from Bullenmerri and Gnotuk maars, southwestern Victoria, Australia contain up to 3 vol.% of fluids trapped at high pressures. The fluid-filled cavities range in size from fluid inclusions (1-100 μm) up to vugs 11/2 cm across, lined with euhedral high-pressure phases. The larger cavities form an integral part of the mosaic microstructure. Microthermometry and Raman laser microprobe analysis show that the fluids are dominantly CO2. Small isolated inclusions may have densities ≥1.19 g/cm3, but most inclusions show microstructural evidence of partial decrepitation during eruption, and these have lower fluid densities. Mass-spectrometric analysis of gases released by crushing or heating shows the presence of He, N2, Ar, H2S, COs and SO2 in small quantities; these may explain the small freezing-point depressions observed in some inclusions. Petrographic, SEM and microprobe studies show that the trapped fluids have reacted with the cavity walls (in clinopyroxene grains) to produce secondary amphiboles and carbonates. The trapped CO2 thus represents only a small residual proportion of an original volatile phase, which has undergone at least two stages of modification - first by equilibration with spinel lherzolite to form amphibole (±mica±apatite), then by limited reaction with the walls of the fluid inclusions. The inferred original fluid was a CO2-H2O mixture, with significant contents of (at least) Cl and sulfur species. Generation of this fluid phase in the garnet-peridotite stability field, followed by its migration to the spinel peridotite stability field, would provide an efficient mechanism for metasomatic enrichment of the upper mantle in LIL elements. This migration could involve either a volatile flux or transport in small volumes of silicate melt that crystallize in the spinel peridotite field. These observations suggest that some portions of the subcontinental upper mantle contain large reservoirs of free fluid CO2, which may be liberated during episodes of rifting or magmatism, to induce granulite-facies metamorphism of the lower crust.