The main goal of the present work was to access the ability of high internal phase emulsions (HIPEs) to encapsulate fl-carotene. The carotenoid loading capacity of the HIPEs was around 20-fold higher when OSAstarch/chitosan complexes were used than when only OSA-starch was used. This impact could be mainly assigned to the capacity of the former HIPEs to trap carotenoid caystals in a stable form. The OSA-starch/chitosan complexes were shown to absorb on the oil droplets interface and form a 3D network in the aqueous phase, which helped to prevent droplet coalescence induced by fl-carotene crystal. The incorporation of fl-carotene within the oil droplets enhanced its resistance to chemical degradation when exposed to heat, ultraviolet radiation, or gastrointestinal conditions. Our results provide information that may aid the design and development of edible soft solids containing high carotenoid levels, which may be applied in food and pharmaceutical industry.