The microstructure formation and phase transformations in Ti2AlC-rich coatings deposited by High Velocity Oxy-fuel spraying of Maxthal 211(A (R)) powders is presented. High resolution electron microscopy analysis, using both scanning and transmission electron microscopy with energy dispersive spectrometry and energy filtering, combined with X-ray diffraction reveals that the coatings consist of Ti2AlC grains surrounded by regions of very small TiC grains embedded in Ti (x) Al (y) . The composition of the Ti (x) Al (y) depends on its surrounding and varies with size and distribution of the adjacent TiC grains. Impact of spray parameters on coating microstructure is also discussed. Two spray parameters were varied; powder size distribution and flame power. They were found to greatly affect the coating microstructure. Increasing powder size and decreasing flame power increase the amount of Ti2AlC, but produces thinner coatings with lower cohesion. Larger powder size will also decrease oxygen incorporation.