Effects of manganese and carbon on the HAZ microstructural evolution in 500㎫ grade titanium oxide steels were investigated. Microstructural evolution primarily depends on supercooling. When cooled at 3$^{circ}C$/s in 0.15%C-1.5%Mn steel, grain boundary and Widmanst tten ferrite formed at 640 and 62$0^{circ}C$, respectively, followed by competitive formation of acicular ferrite and upper bainite inside of grain at 58$0^{circ}C$. With an increase of manganese, degree of supercooling increased while critical cooling rate for the formation of gain boundary ferrite decreased. Consequently, the amount of acicular ferrite in HAZ was decreased in 2.0%Mn after initial increase in 1.0 and 1.5%Mn. Therefore, optimum supercooling should be maintained to accelerate acicular ferrite formation in titanium oxide steels. Low carbon steel, 0.11%C-1.5%Mn, showed larger amount of acicular ferrite than higher carbon steel because of effectiveness of diffusionless transformation in low carbon steel.