In-situ Mg matrix composites are fabricated by combining both liquid-and solid-state processing routes. Firstly, liquid polymer was injected into the molten Mg at a temperature of 800 o C to initiate pyrolysis. In-situ pyrolysis aids in the conversion of liquid polymer into sub-micron sized SiCNO particles (mean particle size in the range of 0.5-1 m) and Mg 2 Si particles. Most of the polymer derived SiCNO particles were pushed by the solidification front and as a result segregated at the grain boundaries of as-cast composites (mean grain size in range of 50-65 m) during subsequent solidification process. Formation of Mg 2 Si phase could be minimized by © 2017. This manuscript version is made available under the Elsevier user license http://www.elsevier.com/open-access/userlicense/1.0/ 2reducing the pyrolysis temperature from 800 to 700 o C. Single pass friction stir processing (FSP) of these as-cast composites lead to improved homogeneity in the SiCNO particle distribution, particle refinement (mean particle size of about 200-300 nm) and grain refinement (mean grain size in range of 2.5-3.5 m). Mechanical properties (hardness, compressive yield stress, ultimate compressive stress, strain to failure and strain hardening exponent) of the FS processed composites were enhanced significantly as compared to their as-cast counterparts. Strengthening mechanisms and numerical models are being evoked to explain the observed yield strength in these two stage processed composites.