Abstract: Homogenised and quenched Ni65Al35 samples were heated and studied in situ in a CM20 electron microscope up to 900 degrees C. The Ni5Al3 phase first forming around 550 degrees C in the quenched L1(0) microtwinned martensite starts to decompose around 800 degrees C yielding B2 precipitates in a twinned L1(2) matrix. The latter twinning is a remainder of the microtwinning in the original room temperature martensite. Also the crystallographic relations between precipitates and matrix can be traced back to the original formation of twinned martensite plates within the austenite. Some aspects of the dynamics of the process are discussed on the basis of snap shots and video recordings.