A hot-dip galvanized cold-rolled steel sheet has a tensile strength of 750 MPa or higher, a composition consisting, in mass percent, of C: more than 0.10% and less than 0.25%, Si: more than 0.50% and less than 2.0%, Mn: more than 1.50% and 3.0% or less, and optionally containing one or more types of Ti, Nb, V, Cr, Mo, B, Ca, Mg, REM, and Bi, P: less than 0.050%, S: 0.010% or less, sol. Al: 0.50% or less, and N: 0.010% or less, and a main phase as a low-temperature transformation product and a second phase as retained austenite. The retained austenite volume fraction is more than 4.0% and less than 25.0% of the whole structure, and has an average grain size of less than 0.80 □m. A number density of retained austenite grains having a grain size of 1.2 □m or more is 3.0□10−2/□m2 or less.