This paper presents unified power quality conditioner (UPQC) which is an integration of shunt and series Active Power Filters and aims to compensate for voltage sag,voltage and current unbalance and other power quality problems [1],[5],[6]. The UPQC helps to improve power qualit y at the point of installation on power distribution system or industrial power system. This paper deals w ith design of UPQC by considering a controller based on PQ theory. Reference signal generation for shunt active filter is done by using PQ theory while for series dual PQ theory is used [2],[3]. Reference si gnals are then applied to pulse generators. Pulse generation is carried out by using hysteresis band controller f or each filter. The validation of proposed scheme is carried out by using Matlab/Simulink