For preparing large-scale nano-grained and ultrafine-grained steel sheets by warm rolling and annealing, the effects of deforming temperature on both the flow stress and the microstructure evolution of 09MnNiD steel with lath martensitic microstructure were studied by warm-compression test and transmission electron microscopy (TEM) observation. Thereafter, the steel with the lath martensitic structure was multi-pass warm-rolled and then annealed. TEM results indicate that nano-grained and ultrafine-grained steel sheets are formed by warm rolling at 400℃ and annealing at 400-600℃. In comparison with the as-warm-rolled specimen, the tensile strength at room temperature changes a little when the rolled samples are annealed below 450℃, and the tensile strength is greatly lowered as the annealing temperature increases to above 550℃.