BACKGROUND: Pre-exposure prophylaxis (PrEP) is use of antiretroviral drugs to sero negative highest risk people before potential exposure and continued throughout periods of the exposure to prevent the acquisition of HIV. WHO recommended pre-exposure prophylaxis as prevention for individual at substantial risk .However, use of PrEP remains low globally as well as in Ethiopia. OBJECTIVE: This study aimed to assess utilization, associated factors and barriers of PrEp uptake for HIV /AIDS among female sexual workers and sero discordant in Bure town, North West Ethiopia, 2022. METHODS: Community based cross-sectional study triangulated with phenomenological qualitative study were carried out. Simple random sampling for the quantitative and purposive judgmental sampling for the qualitative study was used. Data were collected through a structured and interviewer administered questionnaire for quantitative and key informant interview using semi structured guide for the qualitative study. The quantitative data entry were carried out in Epi data version 4.6 then exported to SPSS v.26 for analysis. The qualitative data were translated, transcribed, coded and analyzed thematically using open code3.6 software. Initially descriptive then logistic regression subsequently multivariable analysis was done. Model assumption was checked accordingly and fitness of model was checked by Hosmer-lemeshow test. RESULT: A total of 245 eligible key populations were participated, with a median age of 27 years., one participant was male and 73.5% with educational level of primary school and no formal education. PrEp utilization was 13% [95%CI8.2-18.4]. Partner support [AOR=6.57,95%CI:1.08-9.8], willingness[AOR=7.89,95%CI:1.357-9.72],knowledge/information[AOR=5.88,95%CI:1.146-13.0], stigma [AOR=0.19,95%CI:0.037-0.998],fear of side effect[AOR=0.028,95%CI:0.002-0.351],rural residency [AOR=0.23,95% CI:0.067-0.812]and STI history[AOR=14, 95% CI: 3.5–15.6] were significantly associated factors. From the qualitative study, Stigma, side effect of the drug, lack of information /knowledge about PrEp, and lack of support were barrier to PrEp uptake. CONCLUSION AND RECOMMENDATION: the prevalence of PrEp utilization was low compared to other studies which seeks public attention. Residency from urban area, STI history, knowledge /information about PrEp, partner support and willingness were positively and adherence challenge, stigma and side effect negatively associated with utilization of PrEP. Since HIV pandemic is growing and affecting every corner of the world, therefore it could be better if all responsible body act to increase utilization of PrEp by tackling bottle neck factors in ally. KEY WORDS: female sexual worker, pre exposure prophylaxis, sero-discordant.