The evolution of textures and microstructure during the warm-rolling and subsequent annealing in aluminum 3004 alloy sheets was investigated by employing X-ray texture measurements and microstructure observations. Whereas the typical β-fiber orientations with the strong Bs-orientation {112}$lt;110$gt; formed in the normally cold-rolled specimen, the warm-rolling at 250℃ led to the development of a strong through thickness texture gradient which was characterized by shear textures at the surface layer and rolling textures at the center layer. After warm rolling, ultra-fine grains formed in the thickness layer with shear texture components. Upon recrystallization annealing, the {001}$lt;100$gt; Cube-texture developed at the expense of normal rolling texture components, which gave rise to the formation of coarse recrystallized grains. However, in the layer with shear texture components the continuous recrystallization took place and the fine grain size persisted even after recrystallization annealing.