SUMMARY–Permeation rate, retention, and solute flux during reverse osmosis of whey and whey fractions were compared using two types of cellulose acetate membranes. When the feed solutions contained no molecules larger than lactose, concentration polarization had little influence on performance except at the highest available driving force (applied pressure minus difference between osmotic pressures of the feed and permeate = 37.8 atm). With the more complex feeds (whey and deproteinized whey), both concentration polarization and fouling of the membrane occurred. Concentration polarization decreased both permeation rate and retention. Fouling decreased permeation rate, but its influence on retention was variable and depended principally on the feed, the solute, and the available driving force. Proteins and other macromolecules in whey had a greater influence on performance during reverse osmosis than smaller solute molecules. With whey as feed, maximum permeation rates were achieved at low available driving forces (10‐12 atm), and were similar for the two types of membranes (about 1 ml/cm2*sec). Increasing the available driving force increased retention and therefore reduced solute flux. Choice between the two membranes requires a compromise between extent of desalting and loss of lactose in the perme