This research communication describes enzymatic and physico-chemical changes during storage of UHT milk. The UHT milk sample was stored at 5 and 30°C for 4 months and analyzed regularly at intervals of one month. During storage of UHT milk, there was a significant (P < 0.001) increase in non-protein nitrogen, non-casein nitrogen, soluble calcium, soluble magnesium and proteolysis, while a significant (P < 0.001) decrease in pH was observed. There was a slight change in the particle size and zeta potential of casein micelles. Changes were more pronounced in milk samples stored at 30°C than in those stored at 5°C. During storage, there occurred changes in pH, viscosity, salt balance and nitrogenous components which adversely affected quality. It was concluded that the proteolysis led to the acidification which had a destabilizing effect on the milk.