Phase transformations and the resulting microstructural evolution of near-Ti 2 AlNb and Ti-12Al-38Nb O ϩ bcc orthorhombic alloys were investigated. For the near-Ti 2 AlNb alloys, the processing temperatures were below the bcc transus, while, for Ti-12Al-38Nb, the processing temperature was supertransus. Phase evolution studies showed that these alloys contain several constituent phases, namely, bcc, O, and ␣ 2 ; when present, the latter was in small quantities compared to the other phases. The transmission electron microscopy (TEM), scanning electron microscopy (SEM), and Xray investigations of samples that were solutionized and water quenched were used to estimate the phase fields, and a pseudobinary diagram based on Ti ϭ 50 at. pct was modified. The agingtransformation behavior was studied in detail. For solutionizing temperatures between 875 ЊC and the bcc transus, the phase composition and volume fraction of the near-Ti 2 AlNb alloys adjusted through relative size changes of the equiaxed B2, O, and ␣ 2 grains. The aging behavior followed three distinct transformation modes, dependent on the solutionizing and aging temperatures. Widmanstätten formation was observed when a new phase evolved from a parent phase. Thus, Widmanstätten O phase precipitated within the B2 phase for supertransus fully B2 microstructures, as well as for subtransus ␣ 2 ϩ B2 microstructures. Similarly, Widmanstätten B2 phase can form from a fully O microstructure, a transformation that has not been observed before. In the case of equiaxed O ϩ B2 solutionized and water-quenched microstructures, Widmanstatten O-phase formation occurred only below 875 ЊC. For the subtransus-solutionized and water-quenched microstructures, a second aging transformation mode, cellular precipitation, was dominant below 750 ЊC. This involved formation of coarse and lenticular O phase that grew into the prior B2 grains from the grain boundaries. A third transformation mode involved composition-invariant transformation, where the fully B2 supertransussolutionized and water-quenched microstructure transformed to a fully O microstructure at 650 ЊC. This microstructure reprecipitated B2 phase out of the O phase with continued aging time. For Ti12Al-38Nb, Widmanstätten O precipitation remained the only transformation mode. It is shown that subtransus processing offers flexibility in controlling microstructures through postprocessing heat treatments.