To apply neutron radiography (NR) technique to fluid research, high frame-rate NR with a steady thermal neutron beam has been developed in the present research program by assembling up-to-date technologies for neutron source, scintillator, high-speed video and image intensifier. This imaging system has many advantages such as a long recording time (up to 21 min), high-frame-rate (up to 1000 frames s −1) imaging and no need for triggering signal. Visualization of air-water two-phase flow in a metallic duct was performed at the recording speeds of 250, 500 and 1000 frames s −1. The qualities of those consecutive images were good enough to observe and measure the flow structure and the characteristics. It was demonstrated also that some characteristics of two-phase flow could be measured by using the present imaging system. Image processing technique enabled measurements of various flow characteristics in two ways. By utilizing geometrical information extracted from NR images, data on flow regime, rising velocity of bubbles, and wave height and interfacial area in annular flow were obtained. By utilizing attenuation characteristics of neutrons in materials, measurements of void profile and average void fraction were performed. It was confirmed that this new technique may have significant advantages both in visualizing and measuring high-speed fluid phenomena when the other methods such as an optical method and X-ray radiography cannot be applicable.