The first step in the heat-treatment processes for a vast majority of commercial steels is austenitization. There is much less research put in this field comparing to the cooling transformation, but the interest is continuously increasing especially in view of the development of TRIP and Dual-phase steels. The microstructural evolution during continuous heating experiments has been studied for a series of C-Mn steels with carbon contents in the range 0.35-0.45 wt. % using optical and scanning electron (SEM) microscopy. It is shown that the formation of the austenitic phase is possible in pearlitic as well as in ferritic regions, although in the former it proceeds at a much faster rate due to the shorter diffusion distances. Thus a considerable overlap in time of the ferriteto- austenite and the pearlite-to-austenite transformations is likely to occur. Another observation that was made during the experiments is that depending on the heating rate, the pearlite-to-austenite transformation can proceed in either one or two steps. At low heating rates (0.05 °C/s) ferrite and cementite plates transform simultaneously. At higher heating rates (20 °C/s) it is a two-step process: first ferrite transforms to austenite within pearlite grains and then the dissolution of the cementite lamellae takes place.