Although Proto-Oceanic has been reconstructed as having three labiovelar consonants (*[b.sup.w], *[p.sup.w], and *[m.sup.w]) that contrast with simple bilabials, this distinction was apparently not present in Proto-Austronesian or Proto--Malayo-Polynesian. Various theories have been proposed to account for their origin; few go into any real detail, and no single theory seems to account for most or all of the facts in a satisfactory manner. At the same time, there are numerous inconsistencies in reflexes of many etyma containing one of these phonemes, even with languages that can be thought of as "exemplary" in normally reflecting a Proto-Oceanic labiovelar separately from a bilabial. This paper evaluates the various theories of origin that have been proposed and attempts to explain the development of labiovelars in Proto-Oceanic and its early descendants, their somewhat unusual phonotactic distribution, and the inconsistency in correspondences. I suggest that phonological conditioning and borrowing are both i nvolved, but also propose other factors--dissimilation of rounded vowels adjacent to newly created labiovelar allophones, which led to contrast between simple bilabials and labiovelars; the use of the bilabial/labiovelar distinction to distinguish semantically similar forms; and the increased functional load of labiovelars in newly created words. I also try to explain why labiovelars seem to be considerably more frequent in Eastern than in Western Oceanic. ********** 1. INTRODUCTION. The development of the labiovelar consonants in Oceanic languages has been a topic of considerable interest in comparative Austronesian phonology. (1) There appears to be good evidence supporting the reconstruction in Proto-Oceanic (POc) of the phonemes *[b.sup.w] and *[m.sup.w], which contrast with *b and *m, though the evidence supporting the reconstruction of *[p.sup.w] in contrast with *p is not quite so strong. No such contrasts, however, have been reconstructed for Proto-Austronesian (PAN) or Malayo-Polynesian (PMP). This paper examines the distribution--phonotactic and genetic--of labiovelars in the Oceanic subgroup. It attempts to describe the development of these phonemes in POc and Proto--Eastern Oceanic (PEOc), and also to account for the irregularity of labiovelar correspondences between Oceanic languages. 2. LABIOVELAR PHONEMES IN OCEANIC LANGUAGES. The term "labiovelar" is used as a cover term here to refer to various kinds of phonemes found in some (but by no means all) Oceanic languages. Languages that have one or more labiovelar phonemes include (some or all) languages of the Admiralties family, the Schouten family of North New Guinea, the Nuclear Papuan Tip linkage, the Southeast Solomonic family, the Southern Oceanic family (Vanuatu and New Caledonia), the Central Pacific family, and the Micronesian family. Labiovelar phonemes combine, in one way or another, a bilabial and a velar articulation, though the phonetic manifestation of labiovelarization may vary considerably from language to language. Included under this label are phonemes as described in table 1 (represented here by their phonetic norms), where it will be noted that velarization and rounding may both be involved in the production of a labiovelar. Vowel phonemes--especially a--often have different allophones depending on whether they occur adjacent to a bilabial or a labiovelar. In Lewo (Early 1994:56), for example, a has a fronted allophone [ae] following bilabial consonants and also preceding v (thus mare [maere] 'die', eveklavi [e[beta]eklae[beta]i] 'afternoon'), whereas it is central [a] elsewhere, and specifically when adjacent to labiovelars. In Anejom (Lynch 2000:19), a is normally [a] but occurs backed and rounded [D] when adjacent to labiovelars. In some languages like Loniu (Hamel 1994:20-21), labiovelar + front vowel is often in free variation with labial + back vowel--that is, [p. …