Non-uniformity of temperature distribution across strip width direction is the ultimate reason why the flatness defect occurs on the strip after cooling process although the strip is flat at the exit of finishing mill. One thermal, microstructural and mechanical coupling analysis model for predicting flatness change of steel strip during the run-out table cooling process was established using ABAQUS finite element software. K Esaka phase transformation kinetics model was employed to calculate the phase transformation, and coupled with temperature calculation using the user subroutine program HETVAL. Elasto-plasticity constitutive equations of steel material, in which conventional elastic and plastic strains, thermal strain, phase transformation strain and transformation induced plastic strain were considered, were derived and programmed in the user subroutine program UMAT. The conclusion that flatness of steel strip will develop to edge wave defect under the functions of the differential thermal and microstructural behaviors across strip width during the run-out table cooling procedure was acquired through the analysis results of this model. Calculation results of this analysis model agree well with the actual measurements and observation.