Abstract: Nucleation of acicular ferrite and its influence factors in non quenched-and-tempered steel was studied by using TEM and thermodynamic calculation. The results show that the complex particles with a center made of Ti oxide, Al₂O₃, and silicate and an outside made of a small quantity of mixture of TiN and MnS are able to act as ferrite nucleation nuclei. The acicular ferrite percentage changes little with Ti. When the oxygen content was 80 ppm, the volume percentage of acicular ferrite decreased due to an increase in allotriomorphic ferrite. The larger the cooling rate and the shorter the incubation time, the finer the titanium oxide and the higher the nucleation ratio of acicular ferrite.