An investigation was conducted to find out formation and is mechanism of kaolinite from pyrophyllite under hydrothermal conditions. First, a pyropyllite sample from the Heenam district, Korea, was activated by heat-treating at $400^{circ}C$ for 3 hrs. The kaolinite powder was successfully obtained by subjecting the dried feedstock to autoclaving at $200^{circ}C$, 15atm, pH<1 for 5days with addition of 17.4mol/l $AlCl_3$. Evidently, the $AlCl_3$ addition as a mineralizer strongly promoted incorporation of $Al^{3+}$ ion into pyrophyllite structure which was subdequently converted into kaolinite. It also indicated that the formation of octahedral feed solution. The final pH of the solution was decreased to ~0.3. The transformation reaction was not noticeably accelerated when 10wt% natural kaolinite was added as the seeds, suggesting that the transformation was not reconstructional, but substitutional type.