Abstract: High protein, low calorie dairy spread water-in-oil emulsions having a 20-65% aqueous phase are produced employing as the aqueous phase a protein concentrate having a 13-20% protein content and obtained as a by-product in the manufacture of butter from sour buttermilk, buffered at 6-7 with citrate and phosphate buffering salts, and as the fat phase butter oil optionally mixed with a polyunsaturated vegetable oil, emulsifying the aqueous phase into the fat phase at 38.degree.-50.degree. C., flash pasteurizing the emulsion, optionally adding flavoring agents before or after emulsifying and pasteurization, and then cooling the emulsion, first to 20.degree.-14.degree. while working the emulsion as it solidifies, and then to storage temperature, e.g., 12.degree.-8.degree. C.