The formation of microstructural alterations in bearing steels under rolling contact fatigue (RCF) is systematically studied. A literature review summarizes current understanding in this field, leading to the key to the formation of these microstructural features being carbon redistribution as a consequence of cyclic rolling contact. In this context, a novel theory is postulated to describe the migration of carbon caused by gliding dislocations. The theory combines the Cottrell atmosphere theory with the Orowan equation and is capable of quantifying the dislocation-assisted carbon flux. Based on the proposed theory, models are suggested for different types of microstructural alterations formed in rolling contact fatigued bearings – dark etching regions (DERs), white etching bands (WEBs) and white etching areas (WEAs). Very good agreement is obtained between the predications made by the models and the experimental data from both this research and the literature. Moreover, the models consider the effects of contact pressure, temperature, rotational speed and number of cycles, and thus can be applied for universal RCF testing conditions. The reproduced microstructural features are also characterized using advanced characterization techniques such as scanning electron microscopy (SEM), transmission electron microscopy (TEM) and atom probe tomography (APT), with the observation validating the postulated formation mechanisms. It is demonstrated that DERs, WEBs and WEAs follow the same principle during formation – strain induced carbon redistribution. This is the first time that these microstructural alterations are quantitatively described using a unified theory. The achievements obtained from this research can be far reaching. It not only leads to great progress in understanding the phenomenology of RCF in bearing steels, but also can be further extended to other scenarios with similar phenomena such as severe plastic deformation and hydrogen embrittlement.