Whey is inevitable by – product of cheese production.Disposal of whey is a problem in the dairy industry, besides the loss of valuable whey nutrients. Therefore, the aim of the present work was devoted to get use of cheese whey as a base for producing carrot beverage supplemented with grape or sesame oils. Whey Carrot Beverage (WCB) was prepared by blending carrot juice (25%), sugar (12 %) and cheese whey (63-62 %) with different concentrations of grape or sesame oils (0, 0.5,1 %). After pasteurization and cooling, the beverage was stored at refrigeration temperature. The prepared beverage has yellow/ orange color, and overall acceptability. It had also high nutrients content including proteins, minerals and ß- carotene. The results revealed that the effect of oils addition increased total solids and fat contents in beverage while decreased pH. Moreover, the addition of oils improved the nutritional value of the beverage by supplying with omega 6, omega 9 and antioxidants. Storing study showed an increase in the total solids; decrease in protein and sugar contents as well as in antioxidant activity. On the other hand, the oxidative study showed that supplementation of beverages with 0.5 and 1% of grape or sesame oils did not affect the shelf- life. The microbiological analysis showed that the resultant product was free from TBC, coliform, yeasts and moulds during storage. It could be concluded  that the whey beverage prepared from carrot juice and combined with vegetable oils ( grape and sesame oils) was not only of increasing bioavailability of ß- carotene as reported by some investigators, but also possessed an excellent nutritional properties. Whey- carrot beverage could be an interesting and nutritious product in the developing functional foods.