An AZ31B sheets were processed by on-line heating rolling (ON-LHR) in five passes. Roll and sheets temperatures were 473 K and 533 K, respectively. The grain size was reduced in the first three roll passes, to a minimum of 4.1 μm, due to dynamic recrystallization, and coarsened in the last two passes due to a combination of dynamic recrystallization and grain growth. The yield strength, ultimate tensile strength and elongation to fracture reached 232 MPa, 347 MPa and 21% in the rolling direction. The maximum yield strength occurred after the fourth pass. The maximum is attributed to the small grain size and the formation of networks of sub-grains and deformed grains. The rolled sheets had a strong basal texture, which was largely unchanged with the number of roll passes. The existence of the strong texture after rolling indicated discontinuous dynamic recrystallization.