In-situ synchrotron diffraction and atom probe tomography (APT) have been used to study the carbon diffusion and redistribution process in austempered ductile iron (ADI) during austempering. The process of carbon content change in bainitic ferrite during different austempering temperatures has been determined quantitatively. The transformation in ADI is controlled by decarburization of supersaturated ferrite and carbide precipitation and has been found to be divided into three stages based on a model developed for bainitic steels by Takahashi and Bhadeshia. The formation, morphology and composition of carbides and carbon clusters in ferrite after austempering have been identified unequivocally by APT. Finally, the relationships of carbon content in ferrite, carbon gap values, and austempering temperatures in the ADI alloy were expressed using empirical equations.