Abstract: A process is provided for preparing a low fat edible water-in-oil emulsion. First, an aqueous phase is formed containing from 0.1-10% of a thickening agent such as gelatin. The aqueous phase is mixed with an oil phase and the combination cooled obtaining a plastic mass of variable electrical conductivity. Thereafter, the mass is worked under high shear at a shearing speed of at least 1000 rpm for a residence time of less than 1 minute in a vessel separate from the heat exchanger to obtain a water-in-oil emulsion having zero electrical conductivity.