Titanium-based composites with in-situ calcium and phosphor phases were prepared by powder metallurgy processing with titanium and hydroxyapatite (HA) powders. The mixtures were performed in a friction mill with alcohol for 5 hours, dried in a rotating evaporator, pressed at 600 MPa and sintered at 1200 °C for 2 hours in argon atmosphere. Crystal phases of the as-fabricated composite are found to be, α-Ti, CaTiO 3 , Ca 3 (PO 4 ) 2 and Ti x P y phase(s). The analyses revealed that titanium particles were covered with a compact layer of Ti x P y and CaTiO 3 phases, which resulted from the decomposition of HA into CaTiO 3 and β-Ca 3 (PO 4 ) 2 at approximately 1025 °C. Then the reactions were followed by the decomposition of β-Ca 3 (PO 4 ) 2 , resulting in the growth of CaTiO 3 layer and in the nucleation and growth of Ti x P y phase(s).