To realize the lightweight effects by materials technology, a new process for fabricating high-performance magnesium composites via a solid-state reaction by using high purity SiO 2 glass scraps has been established. From a viewpoint of the microstructures control of the composites, the core technologies to improve the physical and mechanical properties are; a solid-state synthesis of Mg 2 Si and MgO particles by the deoxidization of SiO 2 glass by magnesium, and a refinement of both their dispersoids and the magnesium matrix grains by the RPW process. For example, when using the elemental AZ31 magnesium alloy and 2 mass% SiO 2 glass powder mixture as starting raw materials, the hot extruded composite including Mg 2 Si and MgO shows 363 MPa of the ultimate tensile strength. The addition of only 2 mass% SiO 2 powder also causes the remarkable improvement of the corrosion resistance because of the uniform distribution of refined Mg 2 Si not only at the particle boundary but also inside the grains. This process is quite safety and environmentally benign compared to the conventional re-melting process, because of utilizing course magnesium raw powder and no use of SF 6 toxic gas. It also shows a possibility to employ SiO 2 glass scraps as starting raw materials to fabricate magnesium alloys.