Properly formulated oil and aqueous phases are fed to the system as separate streams. A two head metering pump times the flow of both phases through the system and insures the correct flow ratio. The oil phase is cooled and crystallized using a Votator® scraped surface heat exchanger while a WCB plate heat exchanger pasteurizes and cools the aqueous phase. The two phases are combined and continuously fed to the WCB Thollator® which emulsifies the crystallized fat and pasteurized aqueous phase. For “whipped” products, air or inert gas is injected into the flow as it enters the Thollator®. When filling is interrupted, the Thollato r® stops and both phases are diverted to individual reheaters (WCB corrugated tubular heat exchanger for the oil phase and WCB plate heat exchanger for the aqueous phase). Processing is resumed by restarting the Thollator® and directing the flows to it. Tub and bulk margarine flow directly to the filler. Stick margarine production may require the addition of a Votator® quiescent holding tube, while a Votator® agitated working unit may be necessary for shortening manufacture. A Waukesha positive displacement pump returns filler overfeed to the Thollator®. The product flow is automatically adjusted to match the filling rate.