The effects of concentration and droplet size of anhydrous butterfat globules on the microstructure of heat-induced whey protein isolate gels (pH 4.60) were studied by scanning and transmission electron microscopy (TEM). All fat globules were emulsified with whey protein isolate and incorporated into the system prior to gelation. Protein aggregates became more closely packed as whey protein concentration was increased from 8 to 15% by weight in gels without added fat. There was no notable change in overall gel microstructure upon addition of fat globules, up to 25% by weight, when viewed by scanning electron microscopy. However, it appeared fat globules were intimately associated with the gel protein matrix. A twofold difference in fat globule size was obvious by TEM. Clusters of droplets became more predominant as butterfat content increased.