The microstructure of commercial ultra-fine grain steel with plain carbon composition was analyzed. The results show that the microstructure of ultra-fine grain steel is composed of ferrite and pearlite. The ferrite grain size is about 4~5 μm. The volume fraction of pearlite in the microstructure is relatively low. The cementite appears as small sticks and pellets in pearlite. Fine ferrite makes the dislocation density decrease in grain, and is beneficial to increase the strength and toughness of steel.