A production of $eta-Carotene$was attempted in a fed-batch culture of Blakeslea trispora by controlling both foam and dissolved oxygen in the presence of surfactant, Span 20. Results obtained from the shake flask cultures indicated that a high concentration of dissolved oxygen was needed for both cell growth and $eta-Carotene$ synthesis, and the optimal concentration of glucose was found to be in the range of 50-100 g/l. In order to maintain the dissolved oxygen concentration level at higher than 50% of air saturation, pure oxygen was automatically sparged into the medium with air. Foam was controlled by bypassing air from the submerged aeration to the headspace in response to the foam that was caused by Span 20. High agitation speed was found to be detrimental to the cell growth due to shear damage, even though it provided sufficient dissolved oxygen. On the other hand, a low aeration speed caused stagnant regions in the fermentor because of improper mixing. Thus, for the fed-batch operation, agitation speed was increased gradually from 300 to 700 rpm to prevent cell damage at the initial stage of fermentation and to give efficient mixing for a viscous culture broth as the culture proceeded. By controlling dissolved oxygen and foam, a high concentration of $eta-Carotene$otene (1,190 mg/l) was obtained in 6 days of the fed-batch culture of B. trispora with 2.5% of the dry cell weight, which was approximately 5 times higher than that of the batch cultures.