This paper reports on a comprehensive investigation, using atomic-scaled Cs corrected high angle annular dark field-scanning transmission electron microscopy (HAADF-STEM), of the precipitation in Mg-9.28Gd-2.93Y-0.35Zr, including structures of the precipitates and several structural transformation processes. The precipitation sequence is identified as: Super saturated solid solution→clusters→nucleation β' (major)/βH (minor)→precipitate β' (major)/βM,βT' (minor)→β1→β(Equilibrium). Under peak-age condition, the strengthening structure is independent defect-free β' with little interaction among each other. Under over-age condition, the β' precipitates start to interact with each other, during which coarsening and orientation transformation of β' precipitates take place. The coarsening and orientation transformation, in which some RE atoms in the precipitates need to change their positions, are achieved by βM and βT' as transitional structures.