A novel kind of micro-arc oxidation (MAO) coating was prepared on magnesium alloy surface coated with rare earth conversion film (RE-film) in an alkaline aluminum oxidation electrolyte by AC power source. Inspection of scanning electron microscopy (SEM), X-ray diffraction (XRD) and Fourier transform infrared (FTIR) microspectroscopy, the structure and composition of MAO coating formed on AZ91D with RE-film under different applied voltages were investigated and the performance of the optimized MAO coating compared with the MAO coating directly formed on magnesium alloy. As the pretreatment of magnesium alloy with RE-film, the cerium oxides can be incorporated into the MAO coatings, reduce porosity of the MAO coating surface and enhance the thickness of MAO coating. These structure features and the cerium oxides incorporated into the MAO coating result in greatly improved corrosion resistance. Base on electrochemistry impedance spectroscopy (EIS) measurement, the electronic structure and composition analysis of the MAO coating, a double-layer structure, with a compact inner layer and a porous outer layer, of the coating was proposed for understanding its corrosion process. (C) 2010 Elsevier B.V. All rights reserved.