Alloys of XD45 (Ti45A12Nb2Mn-0.8vol%TiB$_2$) and XD47 (Ti47A12Nb2Mn-0.8vol%TiB$_2$) were oxidized between 800 and $1000^{circ}C$ in air, and their oxidation characteristics were studied. The oxide scales consisted primarily of an outer $TiO_2$ layer, an intermediate $Al_2$$O_3$-rich layer, and an inner mixed layer of ($TiO_2$+$Al_2$$O_3$). Nb tended to present at the lower part of the oxide scale, whereas Mn at the upper part of the oxide scale. The Pt marker tests indicated that the outer oxide layer grew primarily by the outward diffusion of Ti and Mn, and the inner mixed layer by the inward transport of oxygen.