In this paper, the origin of {332}<11 3 > twinning, which is a unique twinning mode in metastable -Ti alloys, was investigated. The possible twinning modes in metastable -Ti alloys are derived by considering lattice instability in addition to the theory of the crystallography of deformation twinning. In order to consider lattice instability in the bcc structure, a modulated Acta Materialia, 64 (2014) 345-355. 2 structure was proposed. We then clarify how the modulated structure facilitates the {332}<11 3 > twinning preferentially compared to other possible twinning modes by evaluating the magnitude of twinning shear and the complexity of shuffle. It was found that the lattice instability makes the {112}<1 1 1> twinning, which is a major twinning mode observed in alloys with stable bcc structure, difficult to occur because the lattice modulation causes additional shuffling to form the {112}<1 1 1> twin. It was also found that the {332}<11 3 > twinning is the most possible twinning mode in the modulated structure in terms of the magnitude of twinning shear and the complexity of shuffle. The new formation model of the {332}<11 3 > twin presented in this study can explain how the lattice instability preferentially activates the {332}<11 3 > twinning in metastable -Ti alloys.