The effects of several selected variables on the physical properties of whipped topping containing milk as the major ingredient were investigated. These included: level of stabilizer and emulsifier, type of milk protein fraction, homogenization pressure, and interaction among selected ingredients. Levels of stabilizer and emulsifiers were highly critical factors affecting firmness and overrun of whipped topping. Overrun and firmness were influenced more by type and combination of the emulsifiers than by HLB. Topping mixtures containing sodium casein-ate and whey protein lacked firmness and overrun, while those containing skim milk proteins separated by Sephadex gel filtration or precipitated by CMC were rated satisfactory. Overrun and firmness of the product increased as single stage homogenization pressures increased from 0 to 210 kg/cm2. With double stage homogenization, fnmness attained a maximum at 140 and 35 kg/cmz, then tended to remain constant. Overrun, however, continued to increase with pressures up to 210 and 35 kg/cm2. Overrun and firmness of the whipped topping decreased when fat globules exceed 2 pm. Factorial experiments involving three levels of fat, Frodex 24, and Dariloid KB indicated that each reacted independently in contributing to overrun and firmness. Decreasing size and increasing number of air cells are associated with increased overrun and firmness.