This study has been carried out to evaluate effects of alloying elements and nitrocarburizing on rolling contact fatigue life. Manganese has a significant influence on the distribution of retained carbides and microstructural changes after rolling contact fatigue test. The effect of the manganese addition stabilized fine retained carbide particles during rolling contact fatigue life test, and so increased fatigue life markedly. High carbon chromium bearing steel with different matrixes were nitrocarbunzed by austenitic nitrocarburizing process at $850^{circ}C$ for 4hrs. Rolling contact fatigue life of the nitrocarburized specimen was increased 2 times than full hardening treated.