Effects of prior austenite deformation and non-metallic inclusions on the ferrite nucleation and grain refine- ment of two kinds of low-carbon steels have been studied. The ferrite nucleation on MnS and V（C, N） is observed. The combination of thermomeehanical processes with adequate amounts of non-metallic inclusions formed in low-car- bon steels could effectively refine the grain size and the microstructure. Ferrite nucleated on the single MnS or V（C, N） inclusions and complex MnS＋V（C,N） inclusion. The proper addition of elements S and V could effectively promote the formation of ferrite and further refinement of ferrite grains.
