Sandstones and many carbonates (e.g., oolitic limestone and other grainstones), comprise solid particulates (grains) and pores, which have a given pore network architecture relationship, and associated porosity—permeability values. Over time, through the process of diagenesis, the pore network architecture may be extensively altered. Changes can include compaction, particle deformation, cementation, dissolution and fracturing, with the pathway followed after deposition depending on factors such as the energy level, rate of burial, degree of biological activity, local heat flow, sediment composition, Eh, pH and the presence or absence of organic materials. Any method that provides a means of modelling changes is therefore highly desirable, in particular, allowing a prediction of changes in porosity and permeability with time. The current work illustrates a simple method that uses freely available open source image analysis software to model the development of cement phases within an oolitic limestone in three-dimensions. As well as cementation, it demonstrates the modelling of fracture development and dissolution processes, and records how porosity and permeability change during such processes.