The effect of manganese on gain refinement of a commercial AZ31 alloy has been investigated using an Al-60%Mn master alloy splatter as an alloying additive at 730 degrees C in aluminium titanite crucibles. It is shown that grain refinement by manganese is readily achievable in AZ31. Electron microprobe analyses reveal that prior to the addition of extra manganese the majority of the intermetallic particles found in AZ31 are of the AL(8)Mn(5) type. However, after the addition of extra manganese in the range from 0.1% to 0.8%, the predominant group of intermetallic particles changes to the metastable AlMn type. This leads to a hypothesis that the metastable AlMn intermetallic particles are more effective than Al(8)Mn(5) as nucleation sites for magnesium grains. The hypothesis is supported by the observation that a long period of holding at 730 degrees C leads to an increase in grain size, due probably to the transformation of the metastable AlMn to the stable Al(8)Mn(5). The hypothesis has also been used to understand the mechanism of grain refinement by superheating.