Sweet whey was heated at 71^oC for 30 sec. after adding 0.2% stabilizer. Heated whey was divided to three parts, to first part ABT culture (3%) was added without incubation, while the second part was incubated at 45^oC after adding the same concentration of ABT culture. The incubation continued until pH reached 4.6±1. The third part considered as control. Fruit juices (30%) mango, guava and strawberry, also 10% sucrose were added to all previous treatments, after which all treatments were stored at refrigerator (7^oC ±1) for 10 days. Chemical and microbiological analysis were followed at 0,3,7 and 10 days of storage. Sensory evaluation were done immediately after processing. Results could be summarized as follows: pH-values gradually decreased in all samples during storage. Total solid (T.S) content of beverage with incubated ABT-culture was higher than that other treatments, while it had slightly lower lactose, total protein and calcium content as compared with other treatments. All whey-fruit beverages showed the highest contents of asperity, glutamic, leisure and lysine acids. Changes in vitamins content of all samples due to added fruit-juices.                 Gradually increased during storage in total bacterial content (T.B.C) of all samples. Finally all whey-based beverage had good sensory properties but non-fermentation whey showed higher scores in sensory evaluation test than fermented whey.