A high-strength cold-rolled steel sheet with improved TS-EL balance, springback value, workability and shape freezing properties having: a steel content including 0.10-0.20 mass % C, 0.5-2.5 mass % Si, 0.5-2.25 mass % Mn, and 0.01-0.10 mass % Al; a structure comprising (A) a mother phase structure of ferrite and (B) a second phase structure of retained austenite optionally including martensite; and satisfying the following expressions (1) and (2): (Vf×Vγ×Cγ×dis)/dia≧300  (1), dis≧1.0 μm  (2); where Vf (%) is the volume fraction of the ferrite, Vγ (%) is the volume fraction of the retained austenite, Cγ (mass %) is the carbon content in the retained austenite, dis (μm) is the shortest distance between the second phase structures, and dia (μm) is the average grain size of the second phase structures.