This prospective study was done to find out the maternal and foetal risk factors and complications during hospital stay. It was conducted in Special Care Neonatal Unit (SCANU), Department of Child Health, Bangabandhu Memorial Hospital (BBMH), University of Science and Technology Chittagong (USTC) from1st October 2001 to 30th March 2002 and cases were 35 very low birth weight (VLBW) newborns. Common complications of VLBW babies of this series were frequent apnea (40%), Septicemia (25.71%), Hypothermia (17.14%), NEC (14.28%), Convulsion (11.43%), Hyper-bilirubinaemia (8.57%), Anemia (5.71%), IVH (5.71%), RDS (2.86%), HDN (2.86%), CCF (2.86%), ARF (2.86%), either alone or in combination with other clinical conditions. Newborns 62.86% male, 37.14% female & their mortality rate were 40.91% & 38.46% respectively; Preterm 88.57% & their mortality (41.93%) were higher than term babies (25.00%); AGA 62.86%, SGA 37.14% & mortality rate of AGA babies (45.46%) were higher than of SGA (30.77%) babies. The mortality rate of VLBW infants of teen age (≤ 18 years) mothers (57.14%) & high (≥ 30 years) aged mothers (50.00%) were higher than average (19-26 yrs) maternal age mothers (33.33%). Mortality rate was higher among the babies of primi (41.67%) than multiparous (36.36%), poor socioeconomic group (53.33%) than middle class (30.00%) & mothers on irregular ANC (47.83%) than regular ANC (25.00%). It has been also noted the mortality rate of home delivered babies (50.00%) higher than institutional delivered (34.78%) babies; higher in LUCS babies (46.15%) than normal vaginal delivered babies (31.58%); higher in the babies who had antenatal maternal problem (48.15%) than no maternal problems babies (12.50%); higher in the babies who had fetal distress (50.00%) and twin (46.67%) than no foetal risk factors (28.57%) during intrauterine life; higher in the babies who had problems at admission (46.67%) than no problems (35.00%); and mortality higher in twin (46.67%) than singleton babies (35.00%). Maximum VLBW babies who died during hospital stay had multiple problems and mortality was varied from ?60-100%. The babies who had frequent apnea have been carried relative better outcome (mortality rate 35.72%). In this study out of total 35 studied baby 21(60.00%) survived and 14(40.00%) died. Frequent apnea, sepsis, hypothermia, NEC, convulsion, jaundice, anemia, IVH, and RDS are common complications in VLBW babies. Male sex, prematurity, primiparity, average (middle) socio-economic status, irregular ANC, preterm labor, toxemia of pregnancy, prolonged rupture of membrane, malnutrition, multiple gestations and foetal distress are risk factor for VLBW delivery. Clinical outcome depends on maturity, birth weight, centile for weight, maternal age, parity, maternal nutrition & socio-economic status, ANC, place & mode of delivery, maternal problems during antenatal & perinatal period, number of gestation, fetal condition, presentation at admission, postnatal problems, time of start of management & referral and level of care.