Titanium matrix composites reinforced with TiB and Y2O3 were prepared by a non-consumable arc-melting technology. X-ray diffraction (XRD) was used to identify the phases in the composites. Microstructures of the composites were observed by means of optical microscope (OM), scanning electron microscope (SEM), and transmission electron microscope (TEM). The results show that there are two kinds of reinforcements formed in the titanium matrix, needle-shaped TiB and Y2O3 with near-equiaxed and dendritic shape. The interfaces between reinforcements and titanium are clear and there is no evidence of interfacial reaction. The hardness of the composites decreases with the increasing contents of yttrium in the composite. (C) 2004 Published by Elsevier Ltd.