The purpose of this study is to analyze the effect of ultrasonic nano-crystalline surface modification (UNSM) treatment on rolling contact fatigue (RCF) characteristics of bearing steels. It was found that severe plastic deformation occurred at surface by over 100 µm after UNSM treatment. The micro surface hardness was increased by 18%, and the measured compressive residual stress was as high as -700~-900MPa. The polymet RCF-2 roller type RCF test showed over 2 times longer fatigue lifetime after UNSM treatment under Hertzian contact stress of 425.2kg/mm2 and 8,000 rpm. And SEM study showed a spalling phenomenon at the samples which went through the RCF test after UNSM treatment. Samples before UNSM treatment produced surface initiated spalls and multi shear lips by progressive spalling at the end along the rolling direction, but sub-surface initiated spalls were formed without multi shear lips after UNSM treatment. The spalling occurred at once, and the size and depth of spalls were larger than those before UNSM treatment. And micro cracks were found to form within the spallings after UNSM treatment, and stress distribution at the maximum Herzian shear stress through these micro cracks is thought to improve the fatigue lifetime of bearing materials.