The influence of X upon proeutectoid ferrite/microstructurally defined bainite formation in Fe-C-X alloys, where X is Co, Cr, Cu, Mn, Mo, Ni, Ni, Si, or V, is examined in terms of the competing influences of the coupled-solute drag effect (C-SDE) and the shifting in the paraequilibrium Ae3 curve. The relative strength of the C-SDE was estimated primarily in terms of the influence of X upon the Wagner interaction parameter for C-X interaction in austenite,. Changes in the W s (Widmanstät-ten-start temperature) with X additions at a constant pct C are ascribed almost entirely to shifts in the paraequilibrium Ae3. Influence of X upon the steady-state nucleation rate of ferrite allotriomorphs at austenite grain faces is largely explicable upon the same basis, though additional effects appear to be exerted by Mn and Ni upon relative values of the interfacial energies involved in the nucleation process. Development of a bay in the TTT curve for initiation of ferrite formation occurs more readily with increasingly negative and increasing carbon concentration. When , considerably larger X and C concentrations are required to form what may sometimes be described as a "virtual bay," only the lower portion of which is experimentally detectable. As becomes increasingly negative (but not as much when is increasingly positive), the influence of paraequilibrium Ae3 shifts is much diminished. Widmanstätten sideplate formation is also increasingly suppressed and replaced by grain boundary and twin boundary allotriomorphs at temperatures between the upper nose and the bay of the ferrite-start TTT curve. Changes in carbide precipitation patterns and replacement of (Fe, X) 3 C by alloy carbides directly follow from these alterations in ferrite morphology. When is sufficiently negative, incomplete transformation occurs below the bay temperature. Much higher proportions of X and C are required to produce this effect when . Still more negative values of may be required to develop the degenerate ferrite microstructures below the bay that result from increasing C-SDE restrictions on growth and the consequent frequently repeated sympathetic nucleation. 12 g 12 g Ͼ 1 12 g 12 g 12 g 12 g Ͼ 1 12 g 12 g