The effect of the distribution of non-metallic inclusions on fatigue life in bearing steels was investigated. Most oxide inclusions observed in this work were globular oxides. The increase in the oxygen content has an effect of increasing the amount of oxides inclusions and decreasing fatigue life. But the direct relationship between the distribution of oxide inclusions and fatigue life could not be formulated. The increase in sulfur content results in the decrease in fatigue life. The phenomenon that the exis tence of MnS does not hinder the crack propagation during rolling contanct fatigue test was observed. And also the occurence of cracks and cavities at the MnS inclusion was observed.