Introduction: Sedation & Analgesia are generally taken as one entity in intensive care unit and disproportionate use of sedative is associated with adverse outcomes including patients restlessness, excessive sedation, longer ICU (intensive care unit) and hospital stay, an increased incidence of ventilator-associated pneumonia and greater hospital costs. Pain was considered as the 1st cause of inadequate analgesia/sedation. Dexmedetomidine possesses anxiolytic, hypnotic, analgesic and easy arousability properties. Aim of the study: was to compare the effectiveness of sedation with Dexmedetomidine and midazolam in critically ill patients admitted in ICU and their haemodynamic and respiratory parameter. Methods: The patients were randomly divided into two groups, 20 in each group. Group A receive loading dose of dexmedetomidine 1µg/kg body weight over 10 minutes followed by 0.2 to 0.7 µg/kg/hr of maintenance infusion dose. Group B receives Intravenous midazolam with loading dose of 0.05 mg/kg body weight; followed by 0.05 to 0.1 mg/kg/hr of maintenance dose. Analgesia with tramadol bolus doses 1 to 2 mg/kg body weight was given as per need. Observation: Heart rate (HR), Mean arterial pressure (MAP), Oxygen saturation (SPO2), Respiratory rate (RR), Quality of sedation using Ramsay sedation score (RSS). Result: The mean total sedation requirement was 495±185 µg in dexmedetomidine group and 55.7±21.7 mg in midazolam group. The mean hourly dose of sedative was 0.34±0.13 µg/kg/hr in dexmedetomidine group and 0.042±0.017 mg/kg/hr in midazolam group. Conclusion: Dexmedetomidine provide more acceptable sedation compared to midazolam. Patients remained hemodynamically stable in Dexmedetomidine group when compared to midazolam group.