The paper studies the microstructure of two-phase ultrafine-grained titanium VT8M-1 alloy (Ti-5.7Al-3.8Mo-1.2Zr-1.3Sn), which was obtained by rotary swaging (RS). Parameters of the microstructure and the change of the phase elemental / chemical composition were investigated by scanning electron microscopy and transmission electronic microscopy. It was shown that the silicide particles like S2 - (Ti,Zr)6Si3 were precipitated in the process of rotary swaging. The influence of silicide precipitations on the characteristics of high temperature strength of the ultrafine-grained two-phase titanium VT8M-1 alloy was discussed in the paper. The alloy microstructure was analyzed after the creep-rupture tests in the operation temperature range 300-400oС.