<PAGE>

     As filed with the Securities and Exchange Commission on March 9, 2001

                                                   Registration No. ____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ____________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                                   ____________

                               RESPIRONICS, INC.
               (Exact name of issuer as specified in its charter)

             Delaware                                       25-1304989
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                         Identification No.)

                             1501 Ardmore Boulevard
                         Pittsburgh, Pennsylvania 15221
                                 (412) 731-2100
  (Address, including ZIP code, and telephone number, including area code, of
                    registrant's principal executive office)

                           2000 Stock Incentive Plan
                            (Full title of the plan)

                                   ____________

                                 James W. Liken
                     President and Chief Executive Officer
                               Respironics, Inc.
                             1501 Ardmore Boulevard
                        Pittsburgh, Pennsylvania  15221
                                 (412) 731-2100
 (Name, address, including ZIP code, and telephone number, including area code,
                             of agent for service)

                                   ____________

                                    Copy to:
                             Steven P. Fulton, Esq.
                               Respironics, Inc.
                             1501 Ardmore Boulevard
                        Pittsburgh, Pennsylvania  15221
                                 (412) 473-4001

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
============================================================================================================
         Securities                  Amount            Proposed Maximum   Proposed Maximum       Amount of
           to be                     to be               Offering Price       Aggregate         Registration
         Registered                Registered/1/           per share/2/    Offering Price           Fee
------------------------------------------------------------------------------------------------------------
<S>                                <C>                <C>                 <C>                   <C>
Common Stock, par value $.01         1,400,000             $25.595           $35,833,000          $8,958.25
 per share
============================================================================================================
</TABLE>

___________
/1/ Together with an indeterminate number of additional shares that may be
    necessary to adjust the number of shares reserved for issuance under the
    Respironics, Inc. 2000 Stock Incentive Plan as a result of any future stock
    split, stock dividend or similar adjustment of the outstanding Common Stock.
/2/ Estimated solely for the purpose of calculating the amount of the
    registration fee. Pursuant to Rules 457(h) and 457(c), the proposed maximum
    aggregate offering price for shares subject to stock options outstanding on
    the basis of the average of the high and low sales prices of the Common
    Stock as reported by the NASDAQ National Market Issues listing for March 7,
    2001, as quoted in The Wall Street Journal.
<PAGE>

                                    PART II

                            INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

     The following documents filed by Respironics, Inc. (the "Company") with the
Securities and Exchange Commission (File No. 000-16723) are hereby incorporated
herein by reference:

          (a)  The Company's latest annual report on Form 10-K for the fiscal
          year ended June 30, 2000.

          (b)  All reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (the "1934 Act") since the end of the
          Company's fiscal year ended June 30, 2000; and

          (c)  The description of the Company's Common Stock which is contained
          in the Joint Proxy Statement/Prospectus of the Company and Healthdyne
          Technologies, Inc., filed as part of the Company's Registration
          Statement on Form S-4 (No. 333-43703)  dated January 5, 1998 (the
          "Joint Proxy Statement").

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed incorporated document modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to exist or constitute a part hereof.


Item 4.  Description of Securities.

     Not applicable.


Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


Item 6.  Indemnification of Directors and Officers.

     Section 145 of Delaware General Corporation Law.  Section 145 of the
Delaware General Corporation Law (the "DGCL") provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
<PAGE>

reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

     Section 145 also provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability,
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

     To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

     Any such indemnification (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth above. Such determination shall be made:

          (a)  by a majority vote of the directors who were not parties to such
          action, suit or proceeding, even though less than a quorum; or

          (b)  if there are no such directors, or, if such directors so direct,
          by independent legal counsel in a written opinion; or

          (c)  by the stockholders.

     Section 145 permits a Delaware business corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify such person against such liability.

     Section 102(b)(7) of the Delaware General Corporation Law.  Section
102(b)(7) of the DGCL provides that a corporation may set forth in its
Certificate of Incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL regarding the
unlawful payment of dividends or approval of unlawful stock repurchases or
redemptions, or (iv) for any transaction

                                      -2-
<PAGE>

from which the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective.

     Certificate of Incorporation Provision on Liability of Directors and
Indemnification.  The Company's Amended and Restated Certificate of
Incorporation (the "Charter") provides that, to the fullest extent permitted by
the DGCL, no director of the Company shall be personally liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director. The Charter also provides that the Company shall indemnify, to the
fullest extent permitted by applicable law, any person who is or was a director
or officer of the Company for any liability and expense in connection with any
actual or threatened claim, action, suit or proceeding, whether civil or
criminal, administrative or investigative (including, without limitation, any
action, suit or proceeding by or in the right of the Company to procure a
judgment in its favor) by reason of the fact that such person is or was a
director or officer of the Company.


Item 7.  Exemption From Registration Claimed.

     Not applicable.


Item 8.  Exhibits.

     An Exhibit Index, containing a list of all exhibits filed herewith, is
included on page 8.


Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by section 10(a)(3) of
                     the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement; and

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to section 13 or section 15(d) of the
          Exchange Act that are incorporated by reference in this registration
          statement;

          (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof; and

                                      -3-
<PAGE>

          (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a  court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -4-
<PAGE>

                                  SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this
21/st/ day of February, 2001.

                                      RESPIRONICS, INC.



                                      By:  /s/ James W. Liken
                                           --------------------
                                           James W. Liken
                                           President and Chief Executive Officer


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 21, 2001.


    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James W. Liken, Daniel J. Bevevino and Steven P.
Fulton, and each of them, the undersigned's  true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or his substitutes, may lawfully do or
cause to be done by virtue thereof.


          Signature                                   Title
          ---------                                   -----


    /s/ James W. Liken                     President, Chief Executive Officer
------------------------------             and Director
    James W. Liken                         (Principal Executive Officer)

    /s/ Daniel J. Bevevino                 Vice President and Chief Financial
-------------------------------            Officer
    Daniel J. Bevevino                     (Principal Financial and
                                           Accounting Officer)

    /s/ Daniel P. Barry                    Director
-------------------------------
    Daniel P. Barry

                                      -5-
<PAGE>

          Signature                              Title
          ---------                              -----


    /s/ Donald H. Jones                          Director
------------------------------
    Donald H. Jones

    /s/ Joseph C. Lawyer                         Director
-------------------------------
    Joseph C. Lawyer

    /s/ Gerald E. McGinnis                       Director
-------------------------------
    Gerald E. McGinnis

    /s/ Douglas A. Cotter                        Director
-------------------------------
    Douglas A. Cotter, Ph.D.

    /s/ James H. Hardie                          Director
-------------------------------
    James H. Hardie

    /s/ J. Terry Dewberry                        Director
-------------------------------
    J. Terry Dewberry

    /s/ Craig B. Reynolds                        Executive Vice President, Chief
-------------------------------                  Operating Officer, and Director
    Craig B. Reynolds

    /s/ Candace L. Littell                       Director
-------------------------------
    Candace L. Littell

    /s/ Sean McDonald                            Director
-------------------------------
    Sean McDonald

                                      -6-
<PAGE>

                                 Exhibit Index

                   (Pursuant to Item 601 of Regulation S-K)


<TABLE>
<CAPTION>
   Exhibit                                                                                           Sequential
     No.                               Description and Method of Filing                                 Page
  --------      -----------------------------------------------------------------------------          ------
<S>             <C>                                                                                  <C>
    4.1         Restated Certificate of Incorporation of the Company, incorporated herein by              *
                reference to Exhibit 3.2 to Amendment No. 1 to Form S-1, Registration No.
                33-20899.

    4.2         Amendment to Restated Certificate of Incorporation of the Company, filed as               *
                Exhibit 3.2 to Form S-1 (No. 33-39938).

    4.3         Amendment to Restated Certificate of Incorporation of the Company,                        *
                incorporated herein by reference to Exhibit 4.2 to the Company's registration
                statement on Form S-8 (No. 33-36459).

    4.4         Amendment to Restated Certificate of Incorporation of the Company, filed as               *
                Exhibit 4.2 to Form S-8 (No. 33-89308).

    4.5         Amendment to Restated Certificate of Incorporation of the Company, filed as               *
                Exhibit 3.5 to the Company's quarterly report on Form 10-Q for the fiscal
                quarter ended December 31, 1996.

    4.6         By-Laws of the Company, incorporated herein by reference to Exhibit 3.4 to                *
                Amendment No. 2 to the Company's registration statement on Form S-1 (No.
                33-20899).

    4.7         Amendment to the By-Laws of the Company, incorporated herein by reference to              *
                Exhibit 3.7 to the Company's annual report on Form 10-K for the fiscal year
                ended June 30, 1998.

    4.8         Amendment to the By-Laws of the Company, incorporated herein by reference to              *
                Exhibit 3.8 to the Company's quarterly report on Form 10-Q for the fiscal
                quarter ended December 31, 1998.

    5.1         Opinion of Reed Smith LLP, regarding the legality of shares of the Company's              9
                Common Stock being registered.

   15.1         Acknowledgement of Ernst & Young LLP, independent auditors.                              10

   23.1         Consent of Reed Smith LLP (contained in the opinion filed as Exhibit 5.1
                hereto).

   23.2         Consent of Ernst & Young, LLP, independent auditors.                                     11

   24.1         Powers of Attorney (filed herewith as part of the signature pages).
</TABLE>

____________

*    Incorporated by reference.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 24018}]
{"company-data": {"conformed-name": "RESPIRONICS INC", "cik": "0000780434", "assigned-sic": "3842", "irs-number": "251304989", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56812", "film-number": "1565428"}, "business-address": {"street1": "1501 ARDMORE BOULEVARD", "city": "PITTSBURGH", "state": "PA", "zip": "15221-4401", "phone": "4127312100"}, "mail-address": {"street1": "1501 ARDMORE BOULEVARD", "city": "PITTSBURGH", "state": "PA", "zip": "15221-4401"}}
As filed with the Securities and Exchange Commission on March 9, 2001

                                                   Registration No. ____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ____________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                                   ____________

                               RESPIRONICS, INC.
               (Exact name of issuer as specified in its charter)

             Delaware                                       25-1304989
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                         Identification No.)

                             1501 Ardmore Boulevard
                         Pittsburgh, Pennsylvania 15221
                                 (412) 731-2100
  (Address, including ZIP code, and telephone number, including area code, of
                    registrant's principal executive office)

                           2000 Stock Incentive Plan
                            (Full title of the plan)

                                   ____________

                                 James W. Liken
                     President and Chief Executive Officer
                               Respironics, Inc.
                             1501 Ardmore Boulevard
                        Pittsburgh, Pennsylvania  15221
                                 (412) 731-2100
 (Name, address, including ZIP code, and telephone number, including area code,
                             of agent for service)

                                   ____________

                                    Copy to:
                             Steven P. Fulton, Esq.
                               Respironics, Inc.
                             1501 Ardmore Boulevard
                        Pittsburgh, Pennsylvania  15221
                                 (412) 473-4001
CALCULATION OF REGISTRATION FEE
============================================================================================================
         Securities                  Amount            Proposed Maximum   Proposed Maximum       Amount of
           to be                     to be               Offering Price       Aggregate         Registration
         Registered                Registered/1/           per share/2/    Offering Price           Fee
------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01         1,400,000             $25.595           $35,833,000          $8,958.25
 per share
============================================================================================================
___________
/1/ Together with an indeterminate number of additional shares that may be
    necessary to adjust the number of shares reserved for issuance under the
    Respironics, Inc. 2000 Stock Incentive Plan as a result of any future stock
    split, stock dividend or similar adjustment of the outstanding Common Stock.
/2/ Estimated solely for the purpose of calculating the amount of the
    registration fee. Pursuant to Rules 457(h) and 457(c), the proposed maximum
    aggregate offering price for shares subject to stock options outstanding on
    the basis of the average of the high and low sales prices of the Common
    Stock as reported by the NASDAQ National Market Issues listing for March 7,
    2001, as quoted in The Wall Street Journal.
PART II

                            INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents filed by Respironics, Inc. (the "Company") with the
Securities and Exchange Commission (File No. 000-16723) are hereby incorporated
herein by reference:

          (a)  The Company's latest annual report on Form 10-K for the fiscal
          year ended June 30, 2000.

          (b)  All reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (the "1934 Act") since the end of the
          Company's fiscal year ended June 30, 2000; and

          (c)  The description of the Company's Common Stock which is contained
          in the Joint Proxy Statement/Prospectus of the Company and Healthdyne
          Technologies, Inc., filed as part of the Company's Registration
          Statement on Form S-4 (No. 333-43703)  dated January 5, 1998 (the
          "Joint Proxy Statement").

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed incorporated document modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to exist or constitute a part hereof.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of Delaware General Corporation Law.  Section 145 of the
Delaware General Corporation Law (the "DGCL") provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

     Section 145 also provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability,
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

     To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

     Any such indemnification (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth above. Such determination shall be made:

          (a)  by a majority vote of the directors who were not parties to such
          action, suit or proceeding, even though less than a quorum; or

          (b)  if there are no such directors, or, if such directors so direct,
          by independent legal counsel in a written opinion; or

          (c)  by the stockholders.

     Section 145 permits a Delaware business corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify such person against such liability.

     Section 102(b)(7) of the Delaware General Corporation Law.  Section
102(b)(7) of the DGCL provides that a corporation may set forth in its
Certificate of Incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL regarding the
unlawful payment of dividends or approval of unlawful stock repurchases or
redemptions, or (iv) for any transaction

                                      -2-
from which the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective.

     Certificate of Incorporation Provision on Liability of Directors and
Indemnification.  The Company's Amended and Restated Certificate of
Incorporation (the "Charter") provides that, to the fullest extent permitted by
the DGCL, no director of the Company shall be personally liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director. The Charter also provides that the Company shall indemnify, to the
fullest extent permitted by applicable law, any person who is or was a director
or officer of the Company for any liability and expense in connection with any
actual or threatened claim, action, suit or proceeding, whether civil or
criminal, administrative or investigative (including, without limitation, any
action, suit or proceeding by or in the right of the Company to procure a
judgment in its favor) by reason of the fact that such person is or was a
director or officer of the Company.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     An Exhibit Index, containing a list of all exhibits filed herewith, is
included on page 8.

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by section 10(a)(3) of
                     the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement; and

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to section 13 or section 15(d) of the
          Exchange Act that are incorporated by reference in this registration
          statement;

          (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof; and

                                      -3-
(3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a  court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -4-
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this
21/st/ day of February, 2001.

                                      RESPIRONICS, INC.

                                      By:  /s/ James W. Liken
                                           --------------------
                                           James W. Liken
                                           President and Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 21, 2001.

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James W. Liken, Daniel J. Bevevino and Steven P.
Fulton, and each of them, the undersigned's  true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or his substitutes, may lawfully do or
cause to be done by virtue thereof.

          Signature                                   Title
          ---------                                   -----

    /s/ James W. Liken                     President, Chief Executive Officer
------------------------------             and Director
    James W. Liken                         (Principal Executive Officer)

    /s/ Daniel J. Bevevino                 Vice President and Chief Financial
-------------------------------            Officer
    Daniel J. Bevevino                     (Principal Financial and
                                           Accounting Officer)

    /s/ Daniel P. Barry                    Director
-------------------------------
    Daniel P. Barry

                                      -5-
Signature                              Title
          ---------                              -----

    /s/ Donald H. Jones                          Director
------------------------------
    Donald H. Jones

    /s/ Joseph C. Lawyer                         Director
-------------------------------
    Joseph C. Lawyer

    /s/ Gerald E. McGinnis                       Director
-------------------------------
    Gerald E. McGinnis

    /s/ Douglas A. Cotter                        Director
-------------------------------
    Douglas A. Cotter, Ph.D.

    /s/ James H. Hardie                          Director
-------------------------------
    James H. Hardie

    /s/ J. Terry Dewberry                        Director
-------------------------------
    J. Terry Dewberry

    /s/ Craig B. Reynolds                        Executive Vice President, Chief
-------------------------------                  Operating Officer, and Director
    Craig B. Reynolds

    /s/ Candace L. Littell                       Director
-------------------------------
    Candace L. Littell

    /s/ Sean McDonald                            Director
-------------------------------
    Sean McDonald

                                      -6-
Exhibit Index

                   (Pursuant to Item 601 of Regulation S-K)
Exhibit                                                                                           Sequential
     No.                               Description and Method of Filing                                 Page
  --------      -----------------------------------------------------------------------------          ------
4.1         Restated Certificate of Incorporation of the Company, incorporated herein by              *
                reference to Exhibit 3.2 to Amendment No. 1 to Form S-1, Registration No.
                33-20899.

    4.2         Amendment to Restated Certificate of Incorporation of the Company, filed as               *
                Exhibit 3.2 to Form S-1 (No. 33-39938).

    4.3         Amendment to Restated Certificate of Incorporation of the Company,                        *
                incorporated herein by reference to Exhibit 4.2 to the Company's registration
                statement on Form S-8 (No. 33-36459).

    4.4         Amendment to Restated Certificate of Incorporation of the Company, filed as               *
                Exhibit 4.2 to Form S-8 (No. 33-89308).

    4.5         Amendment to Restated Certificate of Incorporation of the Company, filed as               *
                Exhibit 3.5 to the Company's quarterly report on Form 10-Q for the fiscal
                quarter ended December 31, 1996.

    4.6         By-Laws of the Company, incorporated herein by reference to Exhibit 3.4 to                *
                Amendment No. 2 to the Company's registration statement on Form S-1 (No.
                33-20899).

    4.7         Amendment to the By-Laws of the Company, incorporated herein by reference to              *
                Exhibit 3.7 to the Company's annual report on Form 10-K for the fiscal year
                ended June 30, 1998.

    4.8         Amendment to the By-Laws of the Company, incorporated herein by reference to              *
                Exhibit 3.8 to the Company's quarterly report on Form 10-Q for the fiscal
                quarter ended December 31, 1998.

    5.1         Opinion of Reed Smith LLP, regarding the legality of shares of the Company's              9
                Common Stock being registered.

   15.1         Acknowledgement of Ernst & Young LLP, independent auditors.                              10

   23.1         Consent of Reed Smith LLP (contained in the opinion filed as Exhibit 5.1
                hereto).

   23.2         Consent of Ernst & Young, LLP, independent auditors.                                     11

   24.1         Powers of Attorney (filed herewith as part of the signature pages).
____________

*    Incorporated by reference.