Prior austenite grain size plays an important role in the production of high strength hot-rolled steel. This study investigated the effect of Ti and C contents on the precipitates and prior austenite grain size. Steel with no Ti solutes had prior austenite grain size of about 620 μm. The addition of Ti ~ 0.03 wt.% and 0.11 wt.% reduced the prior austenite grain size to 180 μm and 120 μm, respectively. The amount of Ti required to significantly decrease the prior austenite grain size was in the range of 0.03 wt.%. However, the amount of carbon required to significantly decrease the prior austenite grain size was not present from 0.04 wt.% to 0.12 wt.%. Oxides of Ti (Ti2O3) were observed as the Ti content increased to 0.03 wt.%. The specimen containing 0.11 wt.% of Ti exhibited the complex carbides of (Ti, Nb) C. The formation of Ti precipitates was critical to reduce the prior austenite grain size. Furthermore, the consistency of prior austenite grain size increased as the carbon and Ti contents increased. During the reheating process of hot-rolled steel, the most critical factor for controlling the prior austenite grain size seems to be the presence of Ti precipitates.