Diabetes Mellitus is a stressful condition in which there will be production of Oxygen Free Radicals in high concentrations, on the other hand, there will be Impaired generation of naturally occurring antioxidants like vitamins. This study was done to elucidate the effect of (3-carotene level (which is a pro-vitamin A) in diabetic patients and evaluate it's antioxidant-role in scavenging ROS generated during lipid peroxidation. Multiple biochemical parameters were obtained from plasma specimen of 57 type 2 diabetic patients (25 males and 32 females) who were on oral hypoglycemic agents with disease duration ranging from (1-15 yrs). Those patients were divided into three groups according to level of Glycated Haemoglobin (HbAlc %), depending on American Diabetic Association HbAlc guidelines 1- Group I: HbAlc level less than (7%),which is the goal of the treatment. 2- Group II: HbAlc level between (7% and 8%) , here clinical intervention is suggested . 3- Group III:HbAlc level is more than (8%) , clinical intervention is recommended. The biochemical parameters measured in the present work included :- HbAlc%, Serum lipid profile (Serum total cholesterol , Serum triglycerides, Serum high density lipoprotein cholesterol, Serum low density lipoprotein cholesterol and Serum very low density lipoprotein cholesterol), Lipid peroxides( Serum Malondialdehyde (MDA), Oxidized HDL% and Oxidized non-HDL%), and Serum (3-carotene level. After statistical analysis for the data obtained, the following were observed :- 1- There was a significant association between changing in serum lipid profile and the glycemic control 2- There is a positive correlation between Serum MDA and changes in serum lipid. 3- The study shows a significant reduction in serum (3-carotene level of the diabetic patients.