This study provides a systematic examination of factors that may contribute to respiratory changes associated with sleep onset. The electroencephalogram, al veolar CO2 tension, patterns of abdominal and thoracic respiratory movements, and respiratory rate were measured in three sessions each on 12 normal subjects as they fell asleep, and also on 5 of them as they lay awake, Nonintrusive respiration measurement devices were used. Resting awake CO2 tension was found to increase significantly across sessions. In addition, CO2 tension was significantly higher during stages 1 and 2 of sleep than during wakefulness on days 2 and 3. There was also a shift from relatively greater abdominal expansion toward relatively greater thoracic expansion with sleep onset. None ofthese changes occurred when subjects remained awake during a session. We conclude that changes in respiration with sleep onset cannot be accounted for solely by changes due to habituation, merely lying quietly, or the effects of the measuring devices. Rather, they appear to be caused by a central interaction between centers controlling the level of wakefulness and those controlling respiration.