There has been increasing interest from industry to characterize the different precipitate distributions in ferrous materials to account for different mechanical properties that are observed. For this study, two different heat treatments were chosen for the experimental S5 tool steel, modified to have 0.24 wt% C. Alloy S5-1 received 1 hour of austenitizing at 970°C, was quenched at rate of 140°C/s and tempered for 1 hour at 200°C. Alloy S5-2 received 40 minutes of austenitizing at 940°C, was quenched at rate of 16°C/s and tempered for 1 hour at 200 °C. In this relatively low hardenability steel, both S5-1 and S5-2 show mixed microstructures of tempered martensite and bainite (Fig. 1, 2). Not surprisingly, the slower cooling rate for S5-2 created an alloy with inferior microstructure and mechanical properties. Even though these differences in precipitate distributions, could not directly account for differences in mechanical properties, it is of interest to study how the different heat treatments affected the precipitate distributions in S5-1 and S5-2.