Lath-shaped upper bainite structures play a very important role in many high-strength steels (HSSs) and ultra high-strength steels (UHSSs). Although bainite transformation is strongly affected by the initial structure, the effect of the second phase in a multi-phase structure is yet to be clearly understood. It is significant for the advancement of UHSS to study this effect. The aim of this study is to clarify the effect of martensite, which forms before bainite, in Fe-0.2C-8Ni alloy. The bainite transformation from an austenite and martensite dual-phase structure is faster than that from single-phase austenite and the nucleation of bainitic ferrite laths are accelerated around martensite. This effect of martensite on bainite kinetics is equivalent to that of polygonal ferrite when their volume fractions are almost the same. This suggests that the boundary between martensite and austenite is a prior nucleation site of bainitic ferrite. Martensite also affects the crystallographic features of bainite. The orientations of bainitic ferrite laths tend to belong to the same block with martensite adjacent. This tendency intensifies with an increase of the transformation temperature of bainite, resulting in the formation of huge blocks consisting of bainitic ferrite and martensite laths at high temperatures (693K and 723K). In contrast, at a low temperature (643K), bainitic ferrite laths belong to same packet as martensite and have several orientations. This change of crystallographic features with transformation temperature can explain with the driving force of the nucleation of bainitic ferrite.