Ultrasonic attenuation spectroscopy was used to study flocculation and shear-induced disruption of flocs in oil-in-water emulsions. The ultrasonic attenuation spectra (1 to 150 MHz) of a series of 10 wt% corn oil-in-water emulsions (r(32) -0.2 mu m) were measured. Depletion flocculation was induced in the emulsions by adding different concentrations (0 to 0.2 wt%) of a nonadsorbing biopolymer (xanthan) to the aqueous phase. At low frequencies, the attenuation coefficient of the emulsions decreased with increasing flocculation due to overlap of the thermal waves generated by the droplets. These observations were in good agreement with a theory recently developed to account for the influence of droplet flocculation on the ultrasonic properties of emulsions. The ultrasonic technique was also used to monitor the breakdown of flocs under shear flow. The dependence of the ultrasonic properties of emulsions on flocculation means that ultrasonic attenuation spectroscopy can be used to study droplet interactions in concentrated emulsions.