The role of dissolved oxygen as a contributor to flavor deterioration in sterile milk during storage was investigated. Before processing, a concentrated aqueous solution of Tenox-2 was added to half of a batch of pasteurized-homogenized milk to give a final concentration of 400 ppm BHA on a fat basis in the milk. The other half was untreated. Half of each of those batches was treated to reduce oxygen concentrations by a combination of nitrogen sweep and sonication. The remaining two samples (Tenox-2 added and no-Tenox-2) did not receive the deoxygenation treatment. Oxygen levels in the preprocessed deoxygenated milk were lower (4.6 ppm) than those in the untreated milk (6.9 ppm). All four lots were UHT-sterilized at 135°C for 5 s in an indirect UHT system constructed at Kansas State University. Sterilized milk was collected aseptically in a glove box in 250-ml amber glass bottles, which were closed with either Teflon-lined caps or sterile cotton plugs. Samples from each treatment were stored at 7° and 32°C for 4 months. Samples in capped bottles maintained relatively low (<4 ppm) dissolved oxygen concentrations, whereas those in cotton-plugged bottles had relatively high (7–7.5 ppm) dissolved oxygen concentrations. Dissolved oxygen affected the rate of stale flavor development. Sterile milk in bottles with cotton plugs, which had relatively high concentrations of dissolved oxygen during storage, developed a stale flavor sooner and with greater intensity than milks with lower levels of oxygen. However, acetaldehyde, propanal, n-pentanal, and n-hexanal, which are most likely products of lipid oxidation, did not appear to be principal contributors to staling in sterile milk during storage in this study. Furthermore, the stale flavor development did not parallel changes in thiobarbituric acid (TBA) values. Although antioxidant (40 ppm BHA on fat basis from Tenox-2) did retard oxidation slightly, it did not control staling. A decrease in the concentration of several volatile materials throughout the storage period probably was caused by dissipation of the volatile material through the cotton plug or by their interaction with other compounds in the milk. Acid degree values increased in sterile milk at 32°C during prolonged storage, but changes in ADVs did not parallel development of the stale flavor.