The present invention provides a process for making a bi-modal water continuous emulsion comprising forming a mixture comprising 100 parts by weight of a hydrophobic oil and 1 to 1000 part by weight of a water continuous emulsion having at least one surfactant, and admixing additional quantities of the water continuous emulsion and/or water to the mixture to form a bi-modal water continuous emulsion, wherein the water continuous emulsion forms a first dispersed phase of particle size P1 and the hydrophobic oil forms a second dispersed phase of particle size P2, and wherein the ratio P2:P1 is less than 1. The present invention provides bi-modal water continuous emulsion having a first dispersed phase of particle size P1 and a second dispersed phase of particle size P2 wherein the ratio P2:P1 is less than 1, and personal care and coating compositions comprising the bi-modal water continuous emulsion.