Abstract: The recently introduced pre-trained language model BERT advances the state-of-the-art on many NLP tasks through the fine-tuning approach, but few studies investigate how the fine-tuning process improves the model performance on downstream tasks. In this paper, we inspect the learning dynamics of BERT fine-tuning with two indicators. We use JS divergence to detect the change of the attention mode and use SVCCA distance to examine the change to the feature extraction mode during BERT fine-tuning. We conclude that BERT fine-tuning mainly changes the attention mode of the last layers and modifies the feature extraction mode of the intermediate and last layers. Moreover, we analyze the consistency of BERT fine-tuning between different random seeds and different datasets. In summary, we provide a distinctive understanding of the learning dynamics of BERT fine-tuning, which sheds some light on improving the fine-tuning results.