The microstructure of oxidizing magnesium at elevated temperatures has been studied using HR-TEM, SEM and EDS. Two kinds of thin magnesium specimen for TEM observation were prepared. One was oxidized after preparing TEM foil of magnesium, the other was prepared from an oxidized bulk magnesium for observing the cross-section of oxide/Mg interfacial region. In the former, several oxides(MgO) morphologies were observed depending on the temperature and time of the oxidization. The growth of needle-like oxides formed at 573K and mottled oxides formed at 773K were recognized as a remarkable phenomenon belonging to the local oxidization. These oxides were composed of poly-crystal. The thin uniform oxidization layer was also observed in all conditions. In the cross-sectional observation, the local oxide layer, nearly 300nm in thickness, on the matrix(Mg) were observed. The thin uniform oxidized layer of bulk samples was identified as a kind of modified layer (~40nm in thickness) in which the formation of HR-TEM lattice fringes were prevented by the strain due to the slight oxidization.