AA5754 sheet has been processed by asymmetric rolling and the development of grain structure and texture in subsequent annealing studied at 240-500°C. It has been found that asymmetric rolling facilitates the formation of ultra-fine grain structure (1-2µm grain size) by shear strain promoted continuous recrystallization, which is a process of extended recovery and subgrain/grain growth. The ultra-fine grain structure is not thermally stable, and when the annealing temperature or time increases, the grain size eventually grows to its Zener limit. The deformation texture is similar to the typical f.c.c. cold rolling texture but rotated about the transverse direction. Along with the formation of an ultra-fine grain structure and subsequent grain growth, the deformation texture is retained.