Background and purpose : It was known that advanced hypertensive retinopathy was a strong relation between retinal microvascular lesions and cardiac and macrovascular markers of target organ damage(TOD). The prevalence of grade II hypertensive retinopathy and its relationship to cardiovascular risk factors remain controversial. Methods: A total of 388 hypertensives(M:F=180:208, mean age=59.6짹9.7 years) visited to our outpatient clinic were enrolled. The following procedures were done: (1) clinical and routine laboratory examinations, (2) repeated clinic blood pressure measurement, (3) ECG, (4) the modified Keith, Wagener and Barker (KWB) classification by two ophthalmologists. Subjects were divided into 5 groups according to KWB classification: Grade 0 with normal retinal change (N=140, 36%), Grade I with arteriolar narrowing(N=190, 49%) and Grade II with arteriovenous crossings(N=47, 12%). Grade III with retinal hemorrhage(N=3, 0.7%), Grade IV with papilledema(N=1, 0.3%) and others(N=7, 2%). Grade III and IV were excluded due to the low prevalence. These following markers of cardiovascular risk were considered; (1) Left ventricular hypertrophy on ECG (LVH) (e.g., SV1+(RV5 or RV6)>35mm), (2) coronary artery disease(CAD) including stable angina and acute coronary syndrome, (3) hyperlipidemia(Total cholesterol ���220mg/dL or Lipid-lowering medication). Results: 1. There was no significance among three groups in clinical characteristics. 2. The prevalence of Grade I and Grade II hypertensive retinopathy was significantly higher compared to advanced hypertensive retinopathy(p<0.001). 3. The grade of hypertensive retinopathy was related to the age, the duration of hypertension and LVH (p<0.005, p<0.005 and p<0.063, respectively). 4. The prevalence of hyperlipidemia and CAD in Grade II was significantly higher compared to Grade I and Grade 0(p<0.01, p<0.012, respectively). Conclusion: The Grade I and Grade II hypertensive retinopathy is frequently observed in hypertensives compared to Grade III and IV. Even Grade II hypertensive retinopathy is closely related to the cardiovascular risk factors, therefore, should not be underestimated.