Introduction: Spontaneous bacterial peritonitis is a common and severe complication of liver cirrhosis. Hepatic encephalopathy is one of the presentation of SBP. Without early antibiotic treatment, this complication is associated with high mortality rate, so early diagnosis is needed for those presenting with encephalopathy. Objectives: To determine the frequency of SBP in Hepatic Encephalopathy patients and association of different grades of hepatic encephalopathy with SBP. Design: Descriptive study Place of Study: Department of medicine, Medical Unit-I Chandka Medical College Hospital, Shaheed Mohtarma Benazir Bhutto Medical University Larkana. Duration of Study: From February 2009 to February 2010. Patients and Method: Patients with any grade of hepatic encephalopathy who were admitted, meeting the inclusion criteria were entered in the study. Informed consent was taken. Paracentesis was performed for ascitic fluid analysis on patients with ascites. Proforma was filled by researcher after getting report of ascitic fluid DR. Results: Total 122 patients with hepatic encephalopathy were included in study. Mean age of patients was 43 ±16. Out of them 96(78.7%) were male and 26(21.3%) were female. SBP was present in 59 (48.46%) patients. SBP was found in 46 (78%) males and 13 (22%) in females. Among the SBP patients 23(39%) grade-I, 23(39%) grade-II, 9(15.3%) grade-III, 4(6.8%) grade-IV encephalopathy was present with P value 0.01. Conclusion: SBP was present in significant number of patients with hepatic encephalopathy. SBP is one of the precipitating and life threatening factor in hepatic encephalopathy patients, so every patient should be evaluated for SBP and treated promptly.