To provide waterproof grease improving the resistance to surface starting peeling of a bearing using carbon steel, etc., for a mechanical structure even under harsh lubricating conditions such as those causing water mixing in a grease during bearing operation and to provide a rolling bearing and a wheel bearing using the grease and exhibiting prolonged life.

The waterproof grease is obtained by compounding a base grease composed of a non-aqueous base oil and a thickener with Ca sulfonate, sorbitan monooleate, zinc dialkyldithiophosphate and an amine-based antioxidant as additives. The saturated water content dispersible in the grease is 30-60 wt.%. The waterproof grease is prepared by compounding 100 pts.wt. of the base grease with 0.5-2 pts.wt. of the Ca sulfonate, 0.2-1 pt.wt. of the sorbitan monooleate, 2 pts.wt. of the zinc dialkyldithiophosphate and 1 pt.wt. of the amine-based antioxidant, respectively. The waterproof grease is sealed in the wheel bearing 6.