The pathophysiologic events that lead to the loss of airway compensation in obstructive sleep apnea (OSA) are poorly understood. The development of airway instability may be secondary to changes in neurologic control, airway morphology, or both. To identify potential histopathologic features of pharyngeal tissues that may contribute to OSA, transverse sections of the distal soft palate and uvula were qualitatively compared using light and electron microscopy from 4 severe apneics (greater than 50 apnea/hour), 4 severe snorers (less than 20 apnea/hour), and 4 nonsnorers. Light microscopy of both apneics and snorers revealed mucous gland hypertrophy with ductal dilation and focal squamous metaplasia, disruption of muscle bundles by infiltrating mucous glands, focal atrophy of muscle fibers, and extensive edema of the lamina propria with vascular dilation. Severe snorers did not differ qualitatively from apneics in the characteristic changes found; however, some snorers had less extensive changes. No distinctive histopathologic findings could be associated with the development of apnea. Electron microscopy of severe apneics identified frequent focal degeneration of myelinated nerve fibers and axons. The finding of similar histopathologic changes in apneics and severe snorers supports previous speculation of a common etiology not directly related to apnea, such as vibratory trauma to pharyngeal tissues. Degenerative changes in peripheral nerves, identified on electron microscopy, however, may contribute to airway instability and the development of obstructive apnea by impairing pharyngeal reflexes.