The effect of heat processing and chilling of recombined milk prepared from skim milk powder and fresh skim milk using anhydrous milk fat (butter oil) from raw buffalo milk on the physical characteristics and structural organization of fat globule membrse (FGM) was studies. Pasteurization, boiling and sterilization caused a prominent progressive impact,on the physical appearance and structural organization of FGM. On the other hand, chilling increased the thickness of FGM and accelerated aggregation of milk fat globules.