De-alloying of S-phase in AA2024-T3 in the presence chlorides, is well-known. However, it is unclear how rare earth mercaptoacetate inhibitors affect this process when immersed in a 0.1. M NaCl solution. This paper analyses data obtained using EPMA on AA2024-T3 surfaces before and after a 16. min immersion period. Cerium and praseodymium mercaptoacetate inhibited the de-alloying process of S-phase particles. Although no significant change in composition was observed for cathodic intermetallics, each appeared to participate in local corrosion reactions as evidenced by the development of surface oxides. Clustering between S-phase and one of the Cu-containing intermetallic domains was also evident.