State-dependent changes in upper airway caliber were studied with magnetic resonance imaging (MRI) techniques. We hypothesized that changes in airway caliber during sleep in normal subjects would result from positional and dimensional changes in upper airway soft-tissue structures, including the lateral pharyngeal walls, tongue, and soft palate. We used MRI to study 15 normal subjects during wakefulness and sleep. Sleep was facilitated by one night of sleep deprivation prior to MRI. During sleep, the volume of the retropalatal (RP) airway was reduced by 19% (p = 0.03). The volume of the retroglossal (RG) airway was not significantly reduced during sleep, suggesting that the RP region may be more likely to collapse. The mean minimal cross-sectional airway area was reduced by 228% (p = 0.004) in the RP and by 22% (p = 0.02) in the RG region during sleep as compared with values in anatomically matched axial images during wakefulness. Airway anteroposterior (AP) and lateral dimensions were also significantly reduced in the RP region. Airway narrowing in the RP region was associated with a 7% increase in thickness of the lateral pharyngeal walls (p = 0.04). In nine subjects, sagittal data showed significant posterior displacement of the soft palate during sleep as compared with wakefulness. Multiple linear regression analyses indicated that reduction in the RP airway area during sleep resulted from posterior movement of the soft palate, thickening of the lateral pharyngeal walls, and an increase in tongue oblique distance. We conclude that the lateral pharyngeal walls play an important role in upper airway narrowing during sleep in normal subjects.