The benefits of milk on the rats supplemented with cholesterol and vitamin D2 in diet was investigated. A total of 150 male rats of Sprague-Dawley strain, 5 weeks of age, were divided into 6 groups with the diet. Cholesterol control group was fed the diet containing 1.0% choleterol and 50,000 IU/100 g of vitamin D2 for 24 months, and M0.5, M1, M2 and M5 of milk groups were fed the diet containing cholesterol, vitamin D2 and 0.5, 1, 2 and 5 of reference daily intakes of whole milk, respectively. No remarkable differences of growth, diet intake, and food effciency ratio among groups were observed though rats in cholesterol control group showed abrupt decrease of diet intake and body weight showed slightly higher relative organ weights than did the rats in control group. The rats in cholesterol control group showed the highest serum total cholesterol level. The rats in milk groups showed lower total cholesterol level and higher high density lipoprotein (HDL)-cholesterol fraction than did the rats in cholesterol control group though no tendency was observed among milk groups. In milk groups, aorta, heart, kidney and liver of rats showed milder calcification and necrosis or fat degeneration compared with those in cholesterol control group. The above results suggest that whole milk could have beneficial effect on the cholesterol-and -vitamin D2-induced atherosclerosis in rats.