15Double emulsions of water-in-oil-in-water (W1/O/W2) type were prepared in skim milk using 16 20 kHz ultrasound. Ultrasonic emulsification provides a simple and quick yet effective protocol 17 by which double emulsions can be created using low amounts of surfactant. The fat 18 displacement and shelf stability of the emulsions were found to be dependent on the amount of 19 sonication power delivered during the dispersion of the W1/O emulsion into skim milk. 20 Acoustic intensity was manipulated to control the size distribution of the outer shell of the 21 emulsion droplets to a range similar to that of fat globules in unhomogenized whole milk. The 22 encapsulation yield (proportion of W1/O droplets subsequently encapsulated within the 23 W1/O/W2 double emulsion) varied from 5 to 35 %. The variation could be due to 24 coalescence/aggregation of water phase droplets within the initially formed W1/O emulsion. 25 The resultant double emulsion droplets were found to be relatively stable over 7 days.26