Shot-peening effects on the fatigue behavior of bearing steel were investigated under the high cyclic loading. Hourglass shape specimens were made of bearing steel(JIS-SUJ2) for rotary bending fatigue tests. Two kinds of treatments were performed : a heat treatment and a shot-peened surface treatment after the heat treatment. The fracture surfaces of specimens were classified into two types of fracture mode : the surface fracture mode induced by a surface defect and the internal fracture mode induced by a nonmetallic inclusion. Inclusion depth and shape affected considerably the fatigue life. Shot-peening treatment improved much the fatigue life of the bearing steel under low and high levels of cyclic loads. Probabilistic-stress-life (P-S-N) curves were suggested for the reliable fatigue life estimation of the improved bearing steel.