A high-strength cold-rolled steel sheet is disclosed that comprises a steel including C: 0.05 to 0.13 mass %, Si: 0.5 to 2.5 mass %, and Mn: 0.5 to 3.5 mass %, as well as Mo: 0.05 to 0.6 mass % and/or Cr: 0.05 to 1.0 mass %. The steel sheet is of composite structure of a ferrite+a second phase wherein the second phase has an area rate of 30 to 70% and is combined approximately in a shape of a network; a circle-equivalent average ferrite grain size is not more than 10 μm; and a circle-equivalent diameter of ferrite grain aggregate that exists continuously in an area surrounded by the second phase is not more than 3 times of the average ferrite grain size. The steel sheet has a high-strength and satisfies a balance of elongation and stretch flange formability (ratio of hole expansion) at a higher level.