The paper presents results of formation ultra-fine Al-based composite particles with Si3N4 and glassy carbon reinforcement as a result of high-energy ball milling. Two types of reinforcing particles were chosen in order to compare the chemically inert system (Al-Al2O3) and the reactive system of Al-Si3N4 with possibility for the replacement reaction. Milling was conducted in an inert argon atmosphere in silicon nitride or alumina lined milling jars with silicon nitride milling media. Various milling energy was applied. Oxygen content, particle size distribution, morphology (SEM, TEM) and phase composition were applied for characterization of the resultant powder. It has been found that chemical reaction in the Al-Si3N4 system significantly affects the milling performance in terms of ceramic particles distribution in Al matrix-particles. The resultant composite particles were then compacted and densified with or without external pressure and their mechanical properties, wear resistance were examined and related to the microstructure. It has been found that the chemical bond in-between ceramic particles and metal matrix combined with ultra-fine ceramic particles resulted in excellent wear resistance of composites.