Whey is a by-product of cheese-making and casein manufacture in dairy industries. It is considered as one of the most polluting by-product in environment. Otherwise, whey is an excellent source of functional proteins that can be used in food industry for example dairy foods, bakery products, infant foods and beverages. Extensive physical treatments were investigated to modify whey proteins in order to improve their functionalities. Among these, thermal treatment is one of the most effective methods. Heat treatments can be used to improve the foaming properties of whey proteins. Whipping cream is a high consumption of dairy products that is a complex emulsion structure based on foam. It is highly desirable due to its special flavor, but because of the high fat content, the nutrition experts recommend avoiding consumption of this product. Thus researchers are seeking a replacement for fat that in addition to creating the appropriate texture, the flavor will not be damaged. In this research effort, WPC structure modified using thermal processes at different pH. Then their ability to as a fat replacer in the whipping cream was evaluated. In 9% WPC solution with pH adjusted in three pH values of 3.2, 5.2 and 7.2, the thermal process at a temperature of 80°C and three times 5, 12.5, and 20 minutes was performed. After preparation of the stabilizer, there physical propertieses such as amount of insoluble aggregates, turbidity of WPC dispersions, Intrinsic fluorescence spectroscopy and particle size distribution were investigated. Then these stabilizers added to whipping cream with a fat percentage of 25, 30 and 35 at concentrations of 1, 2 and 3 percent. Then after various examinations, the effects of these factors were investigated using RSM design. Analysis showed that, pH of thermal process of whey proteins and fat percentage of whipping cream have a significant effect on overrun, viscosity, syneresis and firmness of the final product. Also, time of whey p roteins heat treatment process, has significant effects on viscosity and firmness. In addition, the percentage of stabilizer also has a significant effect on the viscosity and overrun of the final product. Keywords: Aggregate, pH, Thermal treatment, Whey Proteins, Whipping Cream