9102966 Shiflet Pearlite growth is investigated with respect to the role of crystallography in the context of kinetics and thermodynamics. The mathematics for coupled pearlite colony growth are examined. Experimental data are coupled to the thermodynamics and models of growth kinetics. With the use of a new Field Emission Gun transmission electron microscope (FEG-TEM), composition gradients in the developing colony are measured. This approach together with three dimensional modeling should assist in understanding phenomena such as lamellar versus degenerate growth, pearlite versus bainite phase selection, and orientation relationships. %%% This research program examines the factors affecting phase transformations in metal alloys. The understanding derived from studies such as this one can be applied to a wide range of metal alloy systems, such as steel alloys, to improve their properties. ***