Abstarct: Nowadays, effect of fat on cardiovascular disease has been approved more and more, and nutrition scientists strongly recommend using fat replacers in our food baskets. Considering the role of fat in physicochemical and sensory properties of food products, replacing or removal of fat has serious negative effects on acceptance by final consumer. Therefore, it is necessary to use fat replacers to improve the quality of food products with reduced fat. The aim of this study is to investigate using maltodextrin as well as whey powder as fat replacers on physicochemical properties of Low-fat UHT cream. Analysis showed that the treatment with lowest level of maltodextrin and whey protein, has significantly the firmest texture and minimum syneresis. In terms of flow behavior, shear thinning behavior was observed in all treatments because of lower flow behavior unit index and treatment with lowest dosages of both two ingredients presented highest viscosity and firmness which was so close to reference. Variable strain test results showed that increasing in maltodextrin dosage (which is being affected by whey powder dosage) led to higher storage module. Frequency test showed that both storage and lost modules are directly related to frequency in all treatments which is a common phenomenon in weak gel structures. In all sensory properties, any change in formulation has affected sensory properties evaluated by panelists. The treatment with highest level of maltodextrin and whey powder had the highest score of the taste, aroma and overall acceptance. The treatment with the lowest level of two additives was significantly different from the control sample and obtained the highest texture sensory score. The control sample scored significantly lower mouthfeel, texture and overall acceptability than the sample with the highest and lowest levels of whey powder and maltodextrin. Laboratory investigations to measure the microbial load during storage at temperatures of 33ºC and 55ºC showed the absence of microbial activity in all treatments, which showed that microbial activity had no effect on physicochemical and sensory results. The results of this study showed that maltodextrin and whey powder can be used as stabilizers for modification of Low-fat UHT cream structure.