Diabetic retinopathy is retinopathy caused by complications of diabetes mellitus, which can eventually lead to blindness. It is an ocular manifestation of systemic disease which affects up to 80% of all patients who have had diabetes. The aim of the study was to determine the risk factors associated with retinopathy in Type 2 diabetes of Bangladeshi subjects. In this study with a standardized selection procedure a total number of 60 diabetic patients without retinopathy and 41 diabetic patients with retinopathy were purposively enrolled from the Chittagong Diabetic Hospital. Diabetic retinopathy was diagnosed by retinal color photography. Anthropometric and different biochemical parameters such as Glucose, Triglycerides, Total cholesterol, High Density Lipoprotein, Low Density Lipoprotein, and HbA1c which were measured by standard methods. Compared to those without retinopathy, diabetic patients with any retinopathy were significantly older and they were (52.73±10.33 versus 60.13±9.40 and the p value was <0.001), had longer duration of diabetes (5.04±4.4 and 8.85±3.52 and the p value was <0.001), higher systolic blood pressure (126.67±13.86 versus 135±14.5 and the p value was =0.005) and poor glycemic control (8.73±2.12 versus 12.4±2.22 and p value was <0.001). The mean serum cholesterol (P<0.001), serum triglycerides (P <0.001), Low-density lipoprotein (LDL) (P =0.020) concentrations were higher and High density lipoprotein (HDL) (p<0.001) was lower in subjects with diabetic retinopathy compared with those diabetic without retinopathy. Multiple logistic regression analysis revealed that after adjusting for age, gender, BMI (Body Mass Index), duration of diabetes, and smoking HDL cholesterol (OR = 0.898, 95% CI 0.815, 0.989, P = 0.028) and serum triglycerides (OR = 1.024, 95% CI 1.004, 1.044, P = 0.014) were associated with Diabetic Retinopathy (DR). Serum triglycerides and HDL are significantly associated with retinopathy in type 2 Diabetic subjects, independently of the traditional risk factors, longer duration and glycemic control.