Differential geometry and toplogy-based three-dimensional (3D) analysis was conducted to understand pearlite spheroidization mechanism in an eutectoid steel. Morphological change during aging below A1 tempearture was examined in terms of Gaussian(K)/mean curvatures(H), genus and Euler characteristics based on 3D images.The holes presentnaturally grown cementite lamella caused shape instability andinduced shape evolution of the lamellar structure during spheroidization. 3D visualization demonstrated that the intrinsic holes played an important role in the initiation and development of pearlitespheroidization. The hole coalescence and expansion causedthe breakup of large cementite lamellae into several long narrow ribbons. H-K plot actually suggested that the number of thses holes decreased with increasing aging period. In addition, small cementite particles and narrow rod cementite decreased during aging. These microstractural evolutions were discussed from the view point of ferrite/cementite interfacial energy.