Macroscopic investigations of spalled 3% Cr-variety forged steel work-rolls used in the tandem mill of an integrated steel plant showed steel strip welding on roll surfaces. Microstructural observations of roll samples at regions away from strip-welded zones showed the desired uniform dispersion of fine globular carbides in tempered martensite. Quantitative image analysis of all investigated rolls also showed desirable carbide characteristics, with >4 vol.% carbides and >200,000 individual carbides/mm2. The carbide sizes ranged from 0.69 to 0.83 µm. In contrast, optical and scanning electron microscopy (SEM) observations of the strip-welded regions showed microstructural degeneration thought to have occurred from surface and/or subsurface damage caused by localized thermal shock and intense pressure. This possibly resulted in the formation of a rehardened and heavily retempered zone at the strip-welded region. Cracks originated in the heavily retempered zone due to residual tensile stresses and propagated under the applied rolling stresses to produce spalling.