Staphylococcus aureus growth and its enterotoxin production in sterilized milk were modeled with a modification of a new logistic model recently developed by us. The modified model and the Baranyi model described the early exponential phase of a growth curve more accurately than the previous model, at constant temperatures from 14 to 36.5 degrees C. The amount of toxin in milk increased linearly with time from the time the cell population reached about 10(6.5) cfu/ml. The rate of toxin production linearly increased at temperatures between 14 and 32 degrees C. From parameter values obtained at the constant temperatures, the model successfully predicted bacterial growth in the milk at a varying temperature. For toxin level estimation, we postulated that the rate of toxin production might be regulated with the temperature after the cell concentration reached 10(6.5) cfu/ml; the time point when the cell concentration reached that value was predicted with the modified growth model. Introduction of a correction factor in the toxin estimation successfully predicted the toxin level in milk at a varying temperature. These results showed that this prediction system consisting of the modified model and the toxin production algorithm might be a useful tool for modeling bacterial growth and its metabolite production in liquid foods.