Phase transformations and the resulting microstructural evolution of near-Ti2AlNb and Ti-12Al-38Nb O+bcc orthorhombic alloys were investigated. For the near-Ti2AlNb alloys, the processing temperatures were below the bcc transus, while, for Ti-12Al-38Nb, the processing temperature was supertransus. Phase evolution studies showed that these alloys contain several constituent phases, namely, bcc, O, and α 2; when present, the latter was in small quantities compared to the other phases. The transmission electron microscopy (TEM), scanning electron microscopy (SEM), and X-ray investigations of samples that were solutionized and water quenched were used to estimate the phase fields, and a pseudobinary diagram based on Ti=50 at. pct was modified. The aging-transformation behavior was studied in detail. For solutionizing temperatures between 875 °C and the bcc transus, the phase composition and volume fraction of the near-Ti2AlNb alloys adjusted through relative size changes of the equiaxed B2, O, and α 2 grains. The aging behavior followed three distinct transformation modes, dependent on the solutionizing and aging temperatures. Widmanstatten formation was observed when a new phase evolved from a parent phase. Thus, Widmanstatten O phase precipitated within the B2 phase for supertransus fully B2 microstructures, as well as for substransus α 2+B2 microstructures. Similarly, Widmanstatten B2 phase can form from a fully O microstructure, a transformation that has not been observed before. In the case of equiaxed O+B2 solutionized and water-quenched microstructures, Widmanstatten O-phase formation occurred only below 875 °C. For the subtransus-solutionized and water-quenched microstructures, a second aging transformation mode, cellular precipitation, was dominant below 750 °C. This involved formation of coarse and lenticular O phase that grew into the prior B2 grains from the grain boundaries. A third transformation mode involved composition-invariant transformation, where the fully B2 supertransus-solutionized and water-quenched microstructure transformed to a fully O microstructure at 650 °C. This microstructure reprecipitated B2 phase out of the O phase with continued aging time. For Ti-12Al-38Nb, Widmanstatten O precipitation remained the only transformation mode. It is shown that subtransus processing offers flexibility in controlling microstructures through postprocessing heat treatments.