Proteolysis of 7S and 11S soy protein-rich fraction(PRF) with commercial proteases(alcalase and pronase) apperently increased protein solubility at pH 5, heat coagulation and calcium tolerence, while decreasing emulsifying capacity and foam stability regardless of the kind of protein and protease used. However, the proteolysis decreased the protein solubility of 7S PRF at pH 6 and 11S PRF at pH 4. The proteolysis of 11S PRF increased oil absorption and foam expansion, while slight decrease or almost no change was noted on 7S PRF. Heat stabilities of the emulsion and kinetic viscosities changed very little by the proteolysis.