Abstract: The oxygen and nitrogen content of GH3128 alloy with two smelting processes of "VIM + ESR" and "NVIM + ESR" are measured by oxygen nitrogen analyzer, and the thermodynamic calculation of deoxidation and denitrifiation has been carried out. The composition, size distribution and quantity of inclusions in GH3128 alloy with two smelting processes are analyzed by ASPEX SEM . The results show that： The process of M VIM + ESR" can remove the N in the alloy more effectively, the inclusions are mainly Al-Ti-0 composite oxide inclusions, with a small number of Al₂O₃ and TiO_x oxide inclusions, the inclusions in alloy by process of "NVIM + ESR" are not only oxide inclusions, but also sulfide and nitride inclusions. And uses the vacuum smelting process can effectively reduce the number of inclusions, and refine the inclusion.