ANNEALED aluminum/silicon carbide (Al/SiC) composites exhibit a relatively high density of dislocations, which are frequently decorated with fine precipitates, in the Al matrix. This high dislocation density is the major reason for the unexpected strength of these composite materials. The large difference (10:1) between the coefficients of thermal expansion (CTE) of Al and SiC results in sufficient stress to generate dislocations at the Al/SiC interface during cooling. In thisin situ investigation, we observed this dislocation generation process during cooling from annealing temperatures using a High Voltage Electron Microscope (HVEM) equipped with a double tilt heating stage. Two types of bulk annealed composites were examined: one with SiC of discontinuous whisker morphology and one of platelet morphology. In addition, control samples with zero volume percent were examined. Both types of composites showed the generation of dislocations at the Al/SiC interface resulting in densities of at least 1013 m-2. One sample viewed end-on to the whiskers showed only a rearrangement of dislocations, whereas, the same material when sectioned so that the lengths of whiskers were in the plane of the foil, showed the generation of dislocations at the ends of the whiskers on cooling. The control samples did not show the generation of dislocations on cooling except at a few large precipitate particles. The results support the hypothesis that the high dislocation density observed in annealed composite materials is a result of differential thermal contraction of Al and SiC. The SiC particles act as dislocation sources during cooling from annealing temperatures resulting in high dislocation densities which strengthen the material.