Transformation and self-accommodation mechanisms of the R-phase in Ti–Ni–Fe and Ti–Ni–Al shape memory alloys were studied by means of optical and electron microscope observations. Sequences of transformation events were recorded successfully with video tapes using a TV camera. Through the observation we found the following. The R-phase transformation takes place by nucleation and growth in a heterogeneous manner. Nucleations take place at stress concentrated places, e.g., matrix-inclusion interfaces and dislocation. The R-phase can nucleate from the stress field of a single dislocation. The R-phase self-accommodates during growth. The fundamental unit of the self-accommodation is composed of four variants. These variants are twin related one another and there are two types of twin relations. One is (11\bar21)[11\bar2]_H type compound twin and the other is (11\bar2\bar2)[111]_H type compound twin. The four variants self-accommodate around one of ⟨001⟩_P axes, and there are six groups of self-accommodation units (two for each one of ⟨001⟩_P axes) for the single parent.