Whey (milk by – product) and okara (soybean milk by – product) as various types of natural nutrition ingredients were used as additives into bakery – based products such as biscuits to improve their quality for health promotional products. However, these by – products are frequently added with imported dietary fiber and protein ingredients. The present studies are aimed to develop bakery products incorporated with cow milk whey and okara and to evaluate their influences on physical and chemical properties as well as sensory acceptability. Okara used to substitute wheat flour (0, 25, 50 and 75%) but cow milk and its whey (30 ml / 100 g)used in place of water in biscuits. The effects of cow milk and its whey as well as okara incorporation on the proximate analysis and physical properties, texture profile and sensory evaluation of biscuits were studied. The present results showed that cow milk and its whey as well asokara produced significant increases in protein and fiber contents of biscuits produced. Hardness decreased in parallele with okara levels additions. Biscuits produced containing 25% okara with cow milk or its whey received the better score than the other formulations for all of the sensorial attributes judged. It can be concluded that, biscuits formulated form cow milk whey and okara 25% can use as cracker biscuits more healthy than that of control formulation functional. However, okara and milk whey can potentially be used as alternative ingredient for partial replacement of wheat flour in formulating biscuits for their ability to improve the nutritional quality without jeopardizing sensorial palatability. Key words: milk – whey – okara – biscuits – sensory – nutrition