Background: A subset of patients hospitalized with acute heart failure (AHF) experiences worsening clinical status while hospitalized and require escalation of therapy. This phenomenon, termed in-hospital worsening heart failure (WHF), is an endpoint for many clinical trials but limited data exist on the prevalence of WHF in clinical practice and associated outcomes. Methods: We analyzed inpatient data from Acute Decompensated Heart Failure National Registry (ADHERE) linked to Medicare claims data to describe outcomes and health care utilization of patients that developed WHF. In-hospital WHF was defined by any of the following: use of inotropes or intravenous vasodilators >12 hours after admission; initiation of mechanical circulatory support, hemodialysis, or ventilation after the first inpatient day; or transfer to the ICU after initial admission to a regular hospital ward. Patients with WHF were compared to those with an uncomplicated hospital course and those that had a complicated hospital presentation, defined as requiring the above advanced therapies on arrival. Results: The study population consisted of 63,727 patients hospitalized between 01/2001 and 12/2004. Of these, WHF developed in 7032 (11%), 15,361 (24%) presented with a complicated presentation and 41,334 (65%) with an uncomplicated hospital course. Observed mean length of stay was longest in the WHF cohort (10.0 days) followed by complicated presentation (6.3 days) and uncomplicated course (4.8 days). Patients with WHF also had higher observed rates of mortality and all-cause readmission at 30 days and 1 year after discharge (P<0.001; Figure). The adjusted hazard ratio for 30-day mortality was 2.56 (99% CI 2.34-2.80) for WHF compared to an uncomplicated hospital course and 1.29 (1.17-1.42) compared to a complicated presentation. Medicare payments were also higher for patients with WHF with an adjusted cost ratio at 30 days of 1.35 (99% CI 1.24-1.46) for WHF compared to an uncomplicated hospital course and 1.11 (1.02-1.22) compared to a complicated presentation. Conclusion: In a large, multicenter registry, in-hospital WHF was common and associated with higher rates of mortality, all-cause readmission, and Medicare payments. Preventing and treating WHF represents an important therapeutic target among patients hospitalized with AHF.