Raw milk for UHT processing at commercial dairy plant was collected from well managed dairy farms. The milk was processed by direct system and heated at 143-145ºC for 3-5 S , then aseptically packed. Three different batches of UHT milk were used in this study. Samples of UHT milk were analysed after processing and during storage at 4, 22 and 37ºC ± 2°C for 6 months. The changes in pH, acidity as lactic acid, total solids, viscosity, fat content, electrical conductivity, specific gravity nonprotein nitrogen, non-casein nitrogen total and soluble calcium, magnesium, citrate, and phosphorus during storage were studed. The samples were analysed at 0,30,60,90,120,150 and 180 days for the physico-chemical proportes of milk. Values indicate an increase in acidity,viscocity,NCN,NPN, soluble calcium magnesium citrate and phosphate.The results showed after statistically analysis that there is a significant affect of storage period and storage temperature on pH, titratable acidity, nonprotein-nitrogen, non-casein nitrogen, viscosity, soluble and colloidal calcium and phosphate, soluble magnesium and citrate. There are a significant decrease in pH, electrical conductivity, by increasing storage period, with increasing in acidity ratio, non-protein-non-casein nitrogen and viscosity.