Twenty-five adult male patients were included in this study. Light microscopic examination with the aid of quantitative image analysis was used in addition to the transmission electron microscopy (TEM). We propose that the pathogenesis of heavy snoring and OSA passes into 2 stages; in the first stage, muscle fibers hypertrophy, palatine gland hyperplasia and excessive fatty tissue infiltration in the soft palate result in mechanical narrowing of the upper airway. While in the second stage neurogenic degeneration from the severe vibratory trauma of heavy snoring, results in muscle fibers atrophy which accelerate the progression of heavy snoring to OSA. The degree of acceleration depends upon the natural previous anatomical narrowing of the upper respiratory airway.