Introduction: Despite advancements in supportive care, antimicrobial therapies, and mechanical ventilation, VAP continues to be a major disease entity among ICU patients. There are variable factors making it difficult to document the epidemiology, associated risk factors, and outcomes of VAP in pediatric patients as they are available in adult patients, [8] hence this study has been undertaken to evaluate the prevalence, causative organisms and risk factors of VAP. Aims: To determine the prevalence, causative organisms and risk factors of Ventilator Associated Pneumonia (VAP) in preterm newborns (<37weeks) in Neonatal Intensive Care Unit. Settings and Design: Settings: Neonatal Intensive Care Unit of Shri Ram Murti Smarak Institute of Medical Sciences, a tertiary care hospital of Rohilkhand region. Study Design: Hospital based, prospective, observational study. Methods and Material: All preterms (<37weeks) admitted to the Neonatal Intensive Care Unit in this hospital or any other hospital and ventilated for more than 48 hours fulfilling the CDC criteria for VAP were included in the study. Vitals, general examination, blood gas, blood investigations, Chest X Ray, risk factors and tracheal secretions were evaluated before and after 48 hours of ventilation. Risk factors and organisms grown on tracheal and blood cultures were documented and studied. Statistical analysis used: Means and Standard Deviation of different variables. Chi square test for association was applied to get association between different variables. t- test was also applied to compare the means of different variable. Results: In this study, the prevalence of VAP was 56.67 %. Out of the 37 preterm neonates enrolled in the study, 21 had microbial growth on tracheal aspirates. The most common causative organism was Acinetobacter baumannii (47.67%) followed by Klebsiella pneumonia (33.33%). There was no significant difference (p>0.01) found on vital parameters, blood investigations like hemogram, CRP and ABG before and after 48 hours of ventilation. There was significant difference (p>0.01) in chest X ray, blood culture and new secretions of patients of neonates before and after 48 hours of ventilation. Conclusions: More than half of the ventilated neonates developed VAP (56.67 %). The most common causative organisms were gram negative organisms. The most common risk factors for VAP were reintubation and primary blood infection.