Extended shelf-life (ESL) or ultra-pasteurized milk is produced by thermal processing using conditions between those used for traditional high-temperature, short-time (HTST) pasteurization and those used for ultra-high-temperature (UHT) sterilization. It should have a refrigerated shelf-life of more than 30 days. To achieve this, the thermal processing has to be quite intense. The challenge is to produce a product that has high bacteriological quality and safety but also very good organoleptic characteristics. Hence the two major aims in producing ESL milk are to inactivate all vegetative bacteria and spores of psychrotrophic bacteria, and to cause minimal chemical change that can result in cooked flavor development. The first aim is focused on inactivation of spores of psychrotrophic bacteria, especially Bacillus cereus because some strains of this organism are pathogenic, some can grow at ≤7 °C and cause spoilage of milk, and the spores of some strains are very heat-resistant. The second aim is minimizing denaturation of β-lactoglobulin (β-Lg) as the extent of denaturation is strongly correlated with the production of volatile sulfur compounds that cause cooked flavor. It is proposed that the heating should have a bactericidal effect, B* (inactivation of thermophilic spores), of >0.3 and cause ≤50% denaturation of β-Lg. This can be best achieved by heating at high temperature for a short holding time using direct heating, and aseptically packaging the product.