In order to study the effect of retained austenite on rolling contact fatigue in high-carbon chromium bearing steel, retained austenite was controlled by only tempering temperature, individually 200, 220 and 240℃. Among various microstructural alteration during rolling contact fatigue test, plate-like carbide most related to the flaking at sub-surface of contact pressure. The plate-like carbides formed during rolling contact fatigue test decrease with increasing tempering temperature, and fatigue life is much more improved. The retained austenite was decreased with the tempering temperature, and that decreased plate-like carbide formation. Therefore fatigue life is much more improved with decreasing retained austenite.