In this paper, the SAE52100 bearing steel contained large quantities of cementite dispersed in ferrite matrix was subjected to the ultrasonic nanocrystalline surface modification (UNSM) treatment that aims for the extension of fatigue life. The microstructure and fatigue life of the untreated and treated specimens were studied by using electron backscattered diffraction (EBSD) and transmission electron microscopy (TEM), and a developed ultra-high cycle fatigue test (UFT). After UNSM treatment, the coarse ferrite grains (- 10 μm) were refined to nanosize (- 200 nm), therefore, nanostructured surface layers were fabricated. Meanwhile, in the deformed layer, the number density and area fraction of cementite were increased up to - 400% and - 550%, respectively, which increased with the decrease in depth from the topmost treated surface. The improvement of hardness (from 200 Hv to 280 Hv) and high cycles fatigue strength by - 10% were considered the contribution of the developed nanostructure in the UNSM treated specimen.