Abstract This chapter examines the structural changes that occur in high-carbon steels during austenitization. It describes the effect of heating time and temperature on the production of austenite and the associated transformation of ferrite and cementite in eutectoid, hypoeutectoid, and hypereutectoid steels. It discusses the factors that influence the kinetics of the process, including carbon diffusion and the morphology of the original structure. It describes the nucleation and growth of austenite grains, the effect of grain size on mechanical properties, and the difference between coarse- and fine-grained steels. The chapter also discusses grain-refinement processes and some of the effects of overheating, including sulfide spheroidization, grain-boundary sulfide precipitation, and grain-boundary liquation.