Using Gleeble-1500 system, the influence of holding time on bainite transformation in deformed niobium microalloyed steel during continuous cooling was analyzed, and the carbides in upper bainite were also systematically researched. The results show that the occurrence of the static recrystallization decreases the amount of bainite with an increase in the holding time and the emergence of retained austenite (RA) with the longer holding time. Two types of carbides were observed in upper bainite with regard to their precipitation sites. They either existed between the bainite ferrite laths or co-existed with RA. The formation mechanism of two kinds of carbides was analyzed by combining TEM micrographs with the model. Using Gleeble-1500 system, the influence of holding time on bainite transformation in deformed niobium microalloyed steel during continuous cooling was analyzed, and the carbides in upper bainite were also systematically researched. The results show that the occurrence of the static recrystallization decreases the amount of Two types of carbides were observed in upper bainite with regard to their precipitation sites. They either either between the bainite ferrite laths or co- existed with RA. The formation mechanism of two kinds of carbides was analyzed by combining TEM micrographs with the model.