The aim of this project, we introduce a new algebraic structure, called UP-algebra (UP means the University of Phayao) and a concept of UP-ideals, UP-sub algebras and UP-filters of UP-algebra and then we introduce and study fuzzy UP-sub algebras, fuzzy UP-ideals and fuzzy UP-filters of UP-algebras and investigate some of its properties. The notions of upper t- level subsets and lower t- level subsets are introduced from some fuzzy sets, and its characterizations are given. Keywords: UP-algebra, UP-sub algebras, UP-ideals , UP-filters, Fuzzy UP-sub algebra, Fuzzy UP-ideal, Fuzzy UP-filter, Upper t- level subset, Lower t- level subset, prime subsets, prime fuzzy sets.