The phase transition at T3=73.5 K in Rb2ZnCl4 is investigated by means Of neutron scattering at JRR-3M(4G). In phase 4 below T3, superlattice reflections appear at the S-point, and their intensity increases continuously with decreasing temperature. The critical index beta estimated from the superlattice intensity is 0.37. The extinction rule within the (h, k, 0) plane is consistent with the space group C1c1. Phonon dispersion of low energy is determined by inelastic scattering. Softening of the phonon branch is observed at the S-point as T3 is approached.