The present paper illustrates the experimentally observed microstructures related to α2 → γ + Ti2AlC (H-carbide) and Ti5Si3 (ζ silicide) phase transformations in fully lamellar Ti-46Al-2Cr-3Nb-0.2W-0.2Si-0.1C alloy. These transformations were observed by in-situ heat treatments in the TEM at temperatures up to 800°C and by post heat treatment examination in a high-resolution transmission electron microscope. α2 dissolution was observed to start both inside the lath and at the α2/γ interface. H-type carbides were observed to nucleate inside the α2 lath, which explains the appearance of long arrays of well-aligned structures along prior α2 laths in creep-deformed samples. ζ silicide precipitates nucleate at the α2/γ interface, this growth occurs epitaxially along the pre-existing <0001>α2 direction. Modulated structures were observed during the α2 → H, newly formed γ and at the α2 / ζ interface. All these modulated structures consist of regular arrangement of stacking faults and dislocations.