The microstructure and surface stability of two experimental W-rich Ni-based alloys have been studied at 1273 K (1000°C) in an impure-He environment containing only CO and CO 2 as impurities. The alloy Ni-2.3Al-12Cr-12W contained 0.08 wt pct carbon in solution, whereas the second alloy Ni-2.3Al-3Mo-12Cr-12Co-12W contained M 6 C carbides at the same carbon level. Both alloys, which were preoxidized with~2.3 lm Cr 2 O 3 layer, were decarburized completely within 50 hours of exposure to the helium gas mixture at 1273 K (1000°C) via the following chromia-assisted decarburization reaction: Cr 2 O 3 (s) + 3C alloy (s) fi 2Cr (s) + 3CO (g). Microstructural observations, bulk carbon analysis, and microprobe measurements confirmed that the carbon in solid solution reacted with the surface chromium oxide resulting in the simultaneous loss of chromia and carbon. The Cr produced by the decomposition of the Cr 2 O 3 diffused back into the alloy, whereas CO gas was released and detected by a gas chromatograph. Once the alloy carbon content was reduced to negligible levels, subsequent exposure led to the uninterrupted growth of Cr 2 O 3 layer in both alloys. In the preoxidized alloys, chromia-assisted decarburization rates were slower for an alloy containing carbides compared with the alloy with carbon in solid solution only. The formation of Cr 2 O 3 is shown to be the rate-limiting step in the chromia-assisted decarburization reaction. Exposure of as-fabricated alloys to the impure-He environment led to the formation of a thin layer of Al 2 O 3 (<1 lm) between the substrate and surface Cr 2 O 3 oxide that inhibited this decarburization process by acting as a diffusion barrier.