Abstract: A low fat spread which is a water-in-oil emulsion comprising a continuous fat phase and a dispersed aqueous phase, the aqueous phase comprising at least 6% by weight of one or more proteins derived from milk and from 1.3 to 4.0% by weight of a modified starch, the fat phase comprising 18 to 37% by weight of the total composition of the low fat spread. The low fat spread of the invention has improved texture, mouthfeel and spreadability, as well as improved flavor.