The effect of a deep cryogenic treatment on the microstructure of a super-bainitic steel was investigated. It was shown that quenching the super-bainitc steel in –196°C liquid nitrogen resulted in the transformation of retained austenite to two phases: ~20 nm thick martensite films and some nano carbides with a ~25 nm diameter. Some refinement of the retained austenite occurred, due to formation of fine martensite laths within the retained austenite. The evolution of these new phases resulted in an increase in the average hardness of the super-bainitic steel from 641 to ~670 HV1.