The gas-liquid-liquid downflow three-phase contactor has the advantage by dispersing gas and lighter liquid into the contactor in a continuous denser phase without any requirement of external power for gas-liquid-liquid processes like reactions and removal of organic compound dissolved in liquid. Present study focuses on entrainment rate of gas and ligheter liquid and gas holdup in gas-liquid-liquid downflow contactor. Gas holdup and entrainment are studied using Paraffin liquid-water and Kerosene-water, in the gas-liquid-liquid downflow contactor. The gas holdup variation with fixed lighter liquid volume at different gas flow rates is enunciated based on different operating conditions. Models are developed for gas entrainment and gas holdup in terms of different dimensionless groups consisting of operating variables which can be used to interpret the gas-liquid liquid downflow contactor.