The precipitation behavior of the second phase particles was observed and studied by a carbon extraction replica technique used transmission electron microscopy (TEM) for Nb-bearing dual-phase steel. It is found that there are more second phase particles on the surface than that of in the center of sample. The mainly smaller particle which sizes of is below 20nm show the shape of spherical and ellipse. The sizes of larger particles are range of 20nm~40nm and the shape of them present rectangle or ellipse. The particles are dispersed on the matrix and the particle boundary is clear. The precipitate composition of particles are all Nb(C、N) examined by energy dispersive X-ray (EDX). The results of microstructure shows that the second phase particles pinned on grain boundary not only can inhibited the grain growth, but also the grain can be fined during the heating and cooling course.