The effect of large amount of dispersed particles on ultra-fine grain (UFG) evolution by severe large deformation was investigated. For that purpose, austenitic stainless steels containing about 1 vol.% of second phase particles, which radii ranging from 10 to 140 nm, were multi-axially compressed to a strain of ϵ = 6 at maximum at 873 K. Microstructures of dislocation walls, sub-boundaries and grain boundaries were gradually developed as strain increased. UFG evolution, ranging up to 0.2 µm uniformly took place at ϵ = 6. UFGs evolved both in austenitic stainless steels with particles and without particles. The feature of grain boundaries or dislocation walls in the stainless steel with higher density of particles, however, were not so sharp nor highly contrasted compared with those of particle-free austenitic stainless steel. Recovery process seemed very important for UFG evolution in materials with dispersed fine particles.