Abstract. The effect of grain refinement on the mechanical and shape memory (SM) properties of the p" phase CuAl-Mn alloys with L2, structure were investigated by optical microscopy, scanning electron microscopy, differential scanning calorimetry and tensile-testing. Additions of V or Cr to the Cu-AI-Mn ternary alloy in amounts over 0.5at.%V or lat.%Cr were effective in refining the p" phase grain sizes to less than 200um. The M s temperature decreased with increasing V or Cr content, obeying the Hall-Petch type relation with the p"-grain size. The mechanical properties were improved, but the SM and pseudoelastic properties were not improved by grain refinement.