Al-Mg alloy (5052) composite reinforced with Si3N4 particulates was investigated by transmission electron microscopy and electron energy loss spectroscopy. Partial melting was observed at matrix/reinforcement interfaces and matrix grain boundaries at a temperature near an optimum superplastic temperature. Segregation of solute elements (Mg and Si) was observed at the interfaces and grain boundaries. Both partial melting and solute segregation were found to depend on grain boundaries. The obtained results were explained by a decrease of the solidus temperature due to segregation whose extent depends on the type of the grain boundary structure. © 1995, Materials Research Society. All rights reserved.