Aim: to assess risk factors for hepatic encephalopathy development in Egyptianpatients with gastrointestinal bleeding.Material and methods: 120 cirrhotic patients with upper gastrointestinal bleedingwere randomly assigned into: (group I) patients who complicated with hepaticencephalopathy (n=60) versus (group II) patients not complicated with hepaticencephalopathy (n=60). Clinical, laboratory and endoscopic features of all patientswere explored and compared between the 2 groups.Results: Patients with Child's class C, more ascites and spontaneous bacterialperitonitis were significantly more in group I (p<0.001), also diabetic patients(p=0.02). Total leucocytic count, total, direct bilirubin, INR, creatinine and blood ureanitrogen were significantly higher in group I (p<0.001), also AST (p=0.04), albuminwas significantly lower (p<0.001). Higher degrees of esophageal varices and portalhypertensive gastropathy were the significant cause of bleeding in group I (p= 0.001& 0.02 respectively). Degree of ascites, Child's score points, diabetes, andspontaneous bacterial peritonitis were significantly related to encephalopathy grade(p<0.001, <0.001, <0.001, 0.016 respectively), also total, direct bilirubin, INR, bloodurea nitrogen and Total leucocytic count (p 0.005, 0.002, 0.001, 0.02, 0.018respectively). Patients with advanced encephalopathy grades had significantly highervariceal and gastropathy grades (p=0.002&0.038).Conclusion: Upper gastrointestinal bleeding is not alone the main precipitating factorfor hepatic encephalopathy but other cofactors as advanced Child's classes andscore, presence of ascites, renal impairment, leucocytosis, diabetes , spontaneousbacterial peritonitis and higher vaiceal and gastropathy grades are needed. Specialmonitoring and early prophylactic interventions are advised in these patients.