The high resolution transmission electron microscope (HRTEM) observation was carried out to investigate the microstructure of precipitates in Mg-Gd-Y-Zr alloy. In the early stage of aging at 423K, monoatomic layers were observed along the (1 1 00)Mg plane. After 64h aging at 423K, the contrast of β” phase based on ordered D019 hexagonal super lattice structure was appeared. The monoatomic layers, two layers spaced by (1 1 00) Mg planes and β’ phase based on bco-structure were observed in the specimen aged for 128h. In the peak- aged specimen, the β’ phase and monoatomic layers were observed.