Using Bi$_2$Sr$_2$Ca$_2$.$_2$Cu$_3$ $O_{x}$ powders prepared by solid state reaction and spray drying method, the nucleation and growth behaviors of superconducting and second phases were investigated during isothermal heat treatment. When the spray drying power was used in contrast with solid state reaction powder, Bi$_2$Sr$_2$Ca$_2$.$_2$Cu$_3$ $O_{x}$ (2223) phase could be formed at the relatively shot time and second phases were much bigger. Quantitative analysis showed that as the heat treatment time increased, more Bi$_2$Sr$_2$Ca$_2$.$_2$Cu$_3$ $O_{x}$ (2212) changed to 2223 and the major second phase was changed from (Sr,Ca)$_{14}$Cu$_{24}$ $O_{x}$(14:24) to (Sr,Ca)$_2$Cu$_1$ $O_{x}$ (2:l). The superconducting phase formed at the relatively short time 14:24 phase. Following the Bi-free phase of 14:24 Phase, but long time was needed in places far from the 14:24 phase. Following the formation of the 2212 phase near the 14:24 phase, the 2223 phase nucleated preferentially at the interface between the 2212 and 14:24 phases. The preferential nuclcation of 2223 was explained by its structural similarity and low Interfacial energy with both the Bi-free and 2212 Phases.12 Phases.