The effects of the deformation in the non-recrystallization region of austenite and the cooling rate on the transformation behavior and microstructure of low-carbon low-alloy steel for pipeline application were studied on the thermal-mechanical simulator Gleeble-1500. It was shown that an increase in deformation amount can greatly increase the nucleation site of ferrite when deformed in the non-recrystallization region of austenite, and an increase in nucleation ratio can greatly refine grains. When the cooling rate is accelerated, the driving force of nucleation is increased and the nucleation rate also improves. Ultra-refine grains can be obtained by controlled rolling. The high density of ferrite nucleus, which forms along the austenite grain boundary, twin interface, and deformation band are introduced in the matrix of austenite by the control of hot rolling, after which the microstructure can be refined. It was found that the acicular ferrite has a very fine sub-structure, high dislocation density, and a thin slab with ultra-fine grains. Small M/A islands and cementite are precipitated on the matrix of the slabs by the analysis technique of TEM and SEM.