A high-strength cold-rolled steel sheet has a chemical composition including C of 0.05% to 0.30%, Si of greater than 0% to 3.0%, Mn of 0.1% to 5.0%, P of greater than 0% to 0.1%, S of greater than 0% to 0.02%, Al of 0.01% to 1.0%, and N of greater than 0% to 0.01%, in mass percent, with the remainder including iron and inevitable impurities. The steel sheet has a microstructure containing ferrite as a soft primary phase in an area percentage of 20% to 50% with the remainder including tempered martensite and/or tempered bainite as a hard secondary phase. The ferrite grains are adapted to contain cementite particles having an appropriate size in an appropriate number density.