This chapter deals with diffusional phase transformations. We first define a phase and move on to discuss various ways of classifying phase transformations. We then discuss in detail the energetics (thermodynamics) and kinetics of diffusional phase transformations. Transformations discussed include: precipitation, atomic ordering, spinodal decomposition, massive and cellular transformations in the light of the sections on energetics and kinetics. A final section of the role of symmetry in developing microstructure concludes the chapter.