In-situ composites were produced in both Ti matrix (Ti-20Y) and Mg matrix (Mg-20Ti, Mg- 20Nb, Mg-20Fe, and Mg-8Li) alloys. In Ti-20Y, a < 1010 > fiber texture formed in both the Ti and Y phases, and UTS increased from 240 MPa (as-cast) to 950 MPa after deformation processing to a true strain of 7.3. Deformation processing produced smaller UTS increases in the Mg-matrix composites, but they showed exceptional resistance to weakening from exposure to elevated temperatures. The Mg-20Fe, Mg-20Nb, and Mg-20Ti composites tolerated 6-hour exposure to 400°C with no reduction in their 250 to 300 MPa room temperature UTS. All composites studied had excellent ductility and machinability.