The effect of alloying elements, precipitate size, its distribution, and dislocation substructure resulted from warm rolling or cold rolling in the superplastic Al-Mg alloy system was investigated. One of the major requirements for fine structure superplasticity is that the grain size should be very small. Fine grain structure is controlled by the dislocation substructure and the dynamic recrystallization during hot or warm working. The recovery of Al-Mg base alloys was constrained resulting in relatively high dislocation density when the alloys were warm rolled. In particular, Al-Mg-Zr alloy exhibited the smallest sub-grain size among Al-Mg alloys containing Mn, Cu, Zr as a third element. The Al-Mg-Mn alloy cold rolled 80% after hot rolling showed the maximun strain rate sensitivity exponent, m, of 0.75 under strain rate of $7.1{ imes}10^{-4}/s$ at $500^{circ}C$. The elongation of the alloys was limited in spite of high m values due to large dispersoids containing appreciable amount of Fe impurities.