In this chapter, we review what is known about the intracellular origin, growth, cytoplasmic transit and secretion of the lipid globules of milk, and the nature and intracellular origin of the milk fat globule membrane (MFGM). Material found in the MFGM appears to originate from the endoplasmic reticulum during the initial formation of the lipid droplet precursors of milk fat globules, and from post-Golgi membranes, including the apical plasma membrane, during the secretion of lipid droplets from the cell. Milk fat globules constitute 95%, by weight, of the lipids in cow's milk, of which more than 98% comprise triacylglycerols. The remainder of the mass of fat globules is composed of diacylglycerols, sterols, sterol esters, phospholipids, glycosphingolipids, and proteins associated with the droplet surface.In writing this chapter we have emphasized Wndings since the previous edition of this book was published in 1994. Much of the new information gained in this area concerns the proteins of the MFGM. Since the previous edition, there have been few additional studies on intracellular aspects of milk lipid globule formation and on the composition of the MFGM. For those interested in earlier literature and coverage of historical aspects of research on milk lipid globules, the comprehensive review by Brunner (1974) and later reviews (Anderson and Cawston, 1975;Patton and Keenan, 1975;