Scanning electron microscopy (SEM) and surface replica method have been employed to study the micromechanism of fatigue crack initiation at Nd-rich phase particles in a high temperature titanium (Ti-55) alloy. It was found that the microcrack initiates near the equator of Nd-rich particles in the matrix. The microcrack grows first at an angle of about 45° with respect to the tensile axis, and then its growth direction becomes approximately normal to the tensile axis. The experimental results are analyzed in terms of the elastic stress distribution around soft particles imbedded in the matrix to account for the experimental findings of particle cracking and the associated surface microcrack initiation near the particle “equator.” A model of fatigue crack initiation at a soft surface particle is proposed.