Abstract: The effects of heat treatment on the phase transformation temperature and the microstructure of Ni-Ti-Nb alloy have been investigated by means of R-T method, TEM and EPMA. With the increase of annealing temperature, cooling rate and ageing temperature, the Ms temperature increases. TEM observations show no new precipitated phase was found in the B2 parent phase after heat treatment, but EPMA shows the content of Ni (or Ni/Ti ratio) in the B2 matrix changed. The main reason for the change of transformation temperature lies in the change of the matrix composition (or Ni/Ti ratio) with the variation of heat treatment procedure.