High-speed rolling of AZ31B was carried out under various preheating temperatures from RT to 350 degrees C. The evolution of texture, grain sizes, and dislocation density distribution (Kernel average misorientation distributions) in the mid-thickness and surface layer were investigated. Computer simulations of deformation textures were also performed in order to understand deformation mechanisms. It is concluded that the temperature increase due to the plastic and frictional working during high-speed rolling makes the < c+a > slip system more active and, hence, improves the ductility. The surface layer of the specimen has higher temperature and experiences severe shear stress; therefore the texture, microstructure, and dislocation density distribution are different from those of the mid-thickness of the specimen. Both mid-thickness and surface layer are dynamically recrystallized during the high-speed rolling.