To investigate the effect of ultrasonic nano-crystalline surface modification (UNSM) treatment on rolling contact fatigue and residual stress properties of bearing steels, this paper carried out a rolling contact fatigue test, measured residual stress and retained austenite, performed a wear test, observed microstructure, measured micro hardness, and analyzed surface topology. After the UNSM treatment, it was found that the surface became minute by over $100{mu}m$. The micro surface hardness was changed from Hv730~740 of base material to Hv850~880 with about 20% improvement, and hardening depth was about 1.3 mm. The compressive residual stress was measured as high as -700~-900 MPa, and the quantity of retained austenite was reduced to 27% from 34%. The polymet RCF-6 ball type rolling contact fatigue test showed over 4 times longer fatigue lifetime after the UNSM treatment under 551 kgf load and 8,000 rpm. In addition, this paper observed the samples, which went through the rolling contact fatigue test, with OM and SEM, and it was found that the samples had a spalling phenomenon (the race way is decentralized) after the UNSM treatment. However, before the treatment, the samples had excessive spalling and complete exploration. Comparison of the test samples before and after the UNSM treatment showed a big difference in the fatigue lifetime, which seems to result from the complicated effects of micro particles, compressive residual stress, retained austenite, and surface topology.