Part of the raw cheese base used for manufacturing high-fat processed cheese spread Was replaced by cows' (C) or buffalo (B) butter residue at levels of up to 20%. These residues were produced during the conversion of butter to butter oil by traditional moderate (T) or severe (M) heat treatments. The hypocholesterolaemic properties of butter residues incorporated into processed cheese were tested with rats (serum and liver cholesterol) and human beings (serum cholesterol). When rats were given the control cheese with no butter residue there were significant increases in both serum and liver cholesterol compared with rats given stock diet. However, when part of the raw cheese base was replaced by butter residue these rises were reduced by amounts proportional to the level of butter residue. The hypocholesterolaemic properties of the residues were in order CT > BT, CM > BM, and incorporations of 10% CT, 15% BT, 15% CM and 20% BM were found to nullify the hypercholesterolaemic effects of control cheese and restore cholesterol levels to their normal values. A small human trial gave similar results. Incorporation of butter residue slightly affected the chemical composition of the cheeses. Fat content and pH were little different; however, cheeses with butter residue tended to have higher total protein but lower soluble protein, tyrosine and tryptophan, and total volatile fatty acids. Rheological properties were not altered significantly. Incorporation of butter residue improved the organoleptic properties, particularly flavour intensity. Storage at 5 °C for 2 months did not alter the organoleptic properties and changes in chemical composition followed the normal pattern.