Bainite is of considerable importance in the design of high strength steels. There are two types of morphologies, upper and lower bainite. In upper bainite, cementite forms between adjacent bainitic ferrite plates. In certain steels, however, the cementite reaction is suppressed so that carbon-enriched austenite remains untransformed between bainitic ferrite plates. In lower bainite, cementite also has the opportunity to precipitate within bainitic ferrite plates. In order to model the development of these microstructures, it is necessary to treat the simultaneous formation of both the ferritic and carbide components of the microstructure. A theory has been developed to do exactly this, enabling the estimation of the phase fractions, the cementite particle size and the transition from upper to lower bainite. The results have been compared against experimental data.KEY WORDS: simultaneous reaction; upper/lower bainite; bainitic ferrite; cementite; austenite.