Background: Organ donation after brain death can save many lives provided its timely procurement, transport and allocation. Due to long waiting list for transplantation in India, organ donation can help to meet the need for vital organs. Hence this study was planned to assess the knowledge and attitude regarding organ donation with understanding of brain death among medical students who play major role in ethical promotion of organ donation practice. Methods: A questionnaire based cross sectional study was conducted at institutional level among sample of 200 first year MBBS students of similar age group. Data were analyzed statistically. Results: 78.7% of students heard and knew the term cadaveric organ donation and 69.5% knew that organs are used for transplantation. Only 21% had idea about concept of brain death and none had knowledge about legal concerns. While 53% had knowledge that family or relative can give consent for donation of deceased organs. Males had more positive attitude than females. 39.5% were willing for organ donation after brain death. 75% wish to participate in awareness lectures. Fear of misuse of organs was the main reason for unwillingness to donate. Conclusions: There was moderately positive attitude towards organ donation but fear of misuse was main influencing factor leading to withdrawal from donating. But the laws about organ donation, concept of brain death were unclear and this knowledge is must for medical students who are future practitioners to prevent illegal means of meeting the demand of organs and enhance public awareness.