In this paper, firstly, we discuss the following matrix completion problem in spectral norm: ?(A B B* X)?2 < 1 subject to (A X) ? 0. The feasible condition for above is established, case, general positive semidefinite solution and its minimum rank are presented. Secondly, applying result of problem, also study approximation problem: ?A BXB*?2 A BXB* 0, where Cm?m?, Cm?n, X Cn?n?.