A water soluble three way complex composed of starch, whey protein, and free fatty acid (FFA) was detected in a dilute three component system after heating. In high-performance size exclusion chromatography (HPSEC) profiles of the starch-protein-FFA system, the three way complex eluted between amylopectin and amylose. The molecular mass of the complex, based on multiangle laser light scattering/HPSEC and pullulan standards, was estimated to be approximately (6-7) x 10(6) Da. Carbohydrate measurement by the phenol-sulfuric acid method clearly showed that the starch amylose fraction shifted to a higher molecular weight elution volume following complexation. Whey protein existed as large disulfide-linked aggregates and is speculated to be the organizer of the three way complex. Differential scanning calorimetry of the freeze-dried complex showed the presence of an amylose-FFA melting endotherm, thus proving that FFA was the third component in the three way complex and that the amylose-FFA complex was one of the structural components of the complex. The complexation mechanism and its relationship with changes in starch functionality were discussed.