As filed with the Securities and Exchange Commission on July 10, 1996

     Registration No. 333-

     SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, D.C.  20549


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


     RESMED INC.
     (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>

<S>                                 <C>

 DELAWARE                                       98-0152841
 (State or other jurisdiction             (I.R.S. Employer
 of incorporation or organization)  Identification Number)
</TABLE>



     82 WATERLOO ROAD
     NORTH RYDE, NEW SOUTH WALES 2113
     AUSTRALIA
     61(2) 878-5244
     (Address of principal executive offices, Zip Code)

     1995 STOCK OPTION PLAN OF
     RESMED INC.
     (Full title of the plan)

<TABLE>
<CAPTION>


<S>                                                         <C>

 DR. PETER C. FARRELL                                       Copies to:
 PRESIDENT                                                  DIANA L. DAY, ESQ.
 5744 PACIFIC CENTER BLVD.                                  LATHAM & WATKINS
 SAN DIEGO, CALIFORNIA 92121                                701 "B" STREET, SUITE 2000
 (619) 622-2040                                             SAN DIEGO, CALIFORNIA 92101
 (Name, address including zip code, and telephone number,   (619) 236-1234
 including area code, of agent for service)
</TABLE>


<TABLE>
<CAPTION>

     CALCULATION OF REGISTRATION FEE


<S>                                      <C>            <C>                  <C>                <C>

                                                                             Proposed
                                                        Proposed             Maximum
                                         Amount         Maximum              Aggregate          Amount of
 Title of Each Class of                  being          Offering             Offering           Registration
 Securities to be Registered             Registered(1)  Price Per Share(2)   Price(2)           Fee
Common Stock, $0.004 par value  . . . .        700,000  $              14.7  $     10,322,855   $          3,563
=======================================  =============  ===================  =================  =================
<FN>

(1)     The 1995 Stock Option Plan of ResMed Inc. (the "Company") (the "Plan") authorizes the issuance of 700,000
shares  of  the Company's Common Stock.  Of the 700,000 shares under the Plan being registered hereunder, 484,098
are subject to presently outstanding options.

(2)          For  purposes of computing the registration fee only.  Pursuant to Rule 457(h), the Proposed Maximum
Offering  Price  Per Share is based upon (1) the average exercise price per share ($13.93) of outstanding options
for  484,098  shares and (2), for remaining 215,902 shares, upon the closing sales price for the Company's Common
Stock on the Nasdaq National Market System on July __, 1996.
</TABLE>


     This Document Contains a Total of 13 Pages.
     The Exhibit Index is Located on Page 6.
<PAGE>
     PART I


ITEM 1.     PLAN INFORMATION

          Not required to be filed with this Registration Statement.

ITEM 2.     REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

          Not required to be filed with this Registration Statement.


     PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following  documents  are  hereby  incorporated by reference in this
Registration Statement:

          (a)     The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995;

          (b)          The  Company's  Quarterly  Reports on Form 10-Q for the
quarters ended September 30, 1995, December 31, 1995 and March 31, 1996;

          (c)       All other reports filed pursuant to Section 13(a) or 15(d)
of  the Exchange Act since the end of the Company's fiscal year ended June 30,
1995; and

          (d)       The description of the Company's Common Stock contained in
Amendment  No. 2 to the Company's Registration Statement on Form S-1 dated May
30, 1995, File No. 33-91094.

     All  documents  filed by the Company pursuant to Section 13(a), 13(c), 14
or  15(d)  of  the  Securities  Exchange  Act  of  1934  after  the  date this
Registration  Statement  is  filed with the Securities and Exchange Commission
and 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 of it from the respective dates of
filing  of 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  of this Registration Statement to the
extent  that  a  statement contained herein or in any other subsequently filed
document  which  also  is  or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.   Any such statement so modified or
superseded  shall  not  be  deemed,  except  as  so modified or superseded, to
constitute a part of this Registration Statement.

- -2-
<PAGE>

ITEM 4.      DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article  Seventh  of  the Company's Certificate of Incorporation provides
that  the  Company shall indemnify to the fullest extent permitted by Sections
102(b)(7)  and  145  of  the Delaware General Corporation Law, as amended from
time  to  time,  each person that such Sections grant the Company the power to
indemnify.   Article Seventh of the Certificate of Incorporation also provides
that no director shall be liable to the Company or any of its stockholders for
monetary  damages  for  breach  of  fiduciary  duty as a director, except with
respect  to  (1)  a breach of the director's duty of loyalty to the Company or
its  stockholders,  (2)  acts  or omissions not in good faith or which involve
intentional  misconduct  or  a  knowing  violation of law, (3) liability under
Section  174 of the Delaware General Corporation Law or (4) a transaction from
which  the  director  derived  an  improper  personal  benefit,  it  being the
intention  of  the  foregoing  provision  to  eliminate  the  liability of the
Company's  directors  to the Company or its stockholders to the fullest extent
permitted by Section 102(b)(7) of Delaware General Corporation Law, as amended
from time to time.  The Delaware General Corporation Law permits a corporation
to  indemnify a director, officer, agent or employee, who was or is a party or
is threatened to be made a party to any proceedings, against certain expenses,
judgments, fines, settlements and other amounts under certain circumstances if
such  indemnified  party  (i)  acted  in good faith and in a manner reasonably
believed  by  the  indemnified  party  to  be  in  or  not opposed to the best
interests  of the corporation, and (ii) with respect to any criminal action or
proceedings,  has  no  reasonable  cause  to  believe  his  or her conduct was
unlawful.   The termination of any proceeding by conviction, or upon a plea of
nolo  contender or its equivalent, or an entry of any order of probation prior
to  judgement,  does not, of itself, create a presumption that the indemnified
party  did  not  meet  the  requisite  standard  of  conduct  required  for
indemnification  to  be  permitted.   It is the position of the Securities and
Exchange  Commission  that  indemnification  of  directors  and  officers  for
liabilities  arising under the Securities Act of 1933 is against public policy
and is unenforceable pursuant to Section 14 of such Act.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.      EXHIBITS

     See the Exhibit Index attached hereto.

- -3-
<PAGE>

ITEM 9.      UNDER-TAKINGS

     (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 of 1933;

               (ii)          to  reflect in the prospectus any facts or events
arising  after  the effective date of this 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) shall not apply to
information  required  to  be  included in a post-effective amendment by those
paragraphs  which  are  contained  in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.

          (2)     That, for the purpose of determining any liability under the
Securities  Act of 1933, 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.

          (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  Securities Exchange Act of 1934 that is incorporated by reference in this
registration  statement  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.

     (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, as amended,
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 San Diego, State of California, on
June 21, 1996.

                              RESMED INC.


                              By:  PETER C FARRELL
                                   Dr. Peter C. Farrell
                                   President
                                   July 10, 1996

     POWER OF ATTORNEY

     Each person whose signature appears below authorizes Dr. Peter C. Farrell
and  Norman  DeWitt,  and any one of them, with full power of substitution and
resubstitution,  his true and lawful attorneys-in-fact, for him in any and all
capacities,  to  sign  any amendments (including post-effective amendments) to
this  Registration  Statement and to file the same, with exhibits thereto, and
other  documents  in  connection  therewith,  with the Securities and Exchange
Commission.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
Registration  Statement  has  been  signed  by  the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>


<S>                     <C>                                                           <C>

SIGNATURE               TITLE                                                             DATE
- ----------------------  ----------------------------------------------------------    -------------
/s/                     President, Chief Executive Officer 
- ----------------------  (Principal Executive Officer) and Chairman                    June 21, 1996
Peter C. Farrell
/s/                     Vice President (Principal Financial 
- ----------------------  Officer and Principal Accounting Officer)                     June 21, 1996 
Adrian Smith
/s/                     Director                                                      June 21, 1996
- ---------------------- 
Donagh McCarthy
/s/                     Director                                                      June 21, 1996
- ---------------------- 
Gary W. Pace
/s/                     Director                                                      June 21, 1996
- ---------------------- 
Michael A. Quinn
/s/                     Director                                                      June 21, 1996
- ---------------------- 
Christopher G. Roberts
</TABLE>

- -5-
<PAGE>
     EXHIBIT INDEX
<TABLE>
<CAPTION>


<S>       <C>                                                           <C>

EXHIBIT                                                                 PAGE
- --------                                                                ----

3.1       Certificate of Incorporation of the Company, incorporated by    --
          reference to Exhibit 3.1 to the Company's Registration
          Statement on Form S-1 (File No. 33-91094).

3.1(a)    Certificate of Correction of Certificate of Amendment of the    --
          Certificate of Incorporation of the Company, incorporated by
          reference to Exhibit 3.1(a) to Amendment No. 1 to the
          Company's Registration Statement on Form S-1 (File No. 33-
          91094).

3.2       Amended and Restated Bylaws of the Company, incorporated        --
          by reference to Exhibit 3.2 to the Company's Registration
          Statement on Form S-1 (File No. 33-91094).

5.1       Opinion of Latham & Watkins*                                     7

10.1      1995 Stock Option Plan, incorporated by reference to Exhibit    --
          10.1 to the Company's Registration Statement on Form S-1
          (File No. 33-91094).

10.2      Form of Stock Option Agreement*                                  8

23.1      Consent of KPMG Peat Marwick*                                   13

23.2      Consent of Latham & Watkins (included in Exhibit 5.1).*         --

24.1      Power of Attorney, included on page 5 hereof.*                  --

<FN>

*  Filed herewith.
</TABLE>

- -6-
<PAGE>



     Exhibit 5.1

     July 10, 1996




ResMed Inc.
82 Waterloo Road
North Ryde
New South Wales 2113
Australia

     Re:     ResMed Inc.

Gentlemen:

          At your request, we have examined the Registration Statement on Form
S-8  (the  "Registration  Statement"),  which  you  intend  to  file  with the
Securities  and  Exchange Commission in connection with the registration under
the Securities Act of 1993, as amended, of 700,000 shares of Common Stock, par
value  $0.004  per share (the "Shares"), to be sold by ResMed Inc., a Delaware
corporation  (the  "Company"), under the 1995 Stock Option Plan of ResMed Inc.
(the "Stock Option Plan").  You have requested our opinion with respect to the
matters set forth below.

          In  our  capacity  as  your  counsel  in  connection  with  such
registration,  we  are  familiar with the proceedings taken and proposed to be
taken  by  the Company in connection with the authorization, issuance and sale
of  the  Shares,  and  for  the  purposes  of  this opinion, have assumed such
proceedings  will  be  timely  completed in the manner presently proposed.  In
addition,  we  have  made  such  legal and factual examinations and inquiries,
including  an  examination  of  originals  or  copies  certified  or otherwise
identified  to  our  satisfaction  of  such  documents,  corporate records and
instruments,  as  we have deemed necessary or appropriate for purposes of this
opinion.

          In  our  examination,  we  have  assumed  the  genuineness  of  all
signatures,  the  authenticity  of all documents submitted to us as originals,
and  the conformity to authentic original documents of all documents submitted
to us as copies.

          We  are  opining  herein as to the effect on the subject transaction
only  of  the General Corporation Law of the State of Delaware, and we express
no  opinion  with respect to the applicability thereto, or the effect thereon,
of  the laws of any other jurisdiction or any other laws, or as to any matters
of municipal law or the laws of any other local agencies within the state.

          Subject  to  the  foregoing,  it  is our opinion that as of the date
hereof the Shares have been duly authorized, and, upon the exercise of options
and the payment for Shares in accordance with the terms set forth in the Stock
Option  Plan, under which such Shares will be issued and sold, the Shares will
be validly issued, fully paid and nonassessable.

          We  consent  to  your  filing  this  opinion  as  an  exhibit to the
Registration Statement.

                         Very truly yours,
                         LATHAM & WATKINS

- -7-
<PAGE>

     Exhibit 10.2

     RESMED INC.

     (Incorporated under the laws of the State of Delaware)

     VOID AFTER 12:00 MIDNIGHT, NEW YORK CITY TIME, ON 10 YEARS FROM DATE OF
     GRANT

     OPTION TO PURCHASE ___ SHARES
Dated:  _______, _______     OF COMMON STOCK

     RESMED INC. 1995 STOCK OPTION PLAN

No. ___

     RESMED  INC.,  a  Delaware  corporation (the "Company"), hereby certifies
that  ______  (the  "Holder")  is  entitled, subject to the provisions of this
option (the "Option"), to purchase from the Company, at any time, or from time
to  time during the period commencing on the day hereof, and expiring at 12:00
Midnight,  New  York  City local time on 10 years from date of grant up to ___
fully paid and non-assessable  shares of Common Stock, $.004 par value, of the
Company at a price  of  $____  per  share (such exercise price per share being
hereinafter referred  to as the  "Exercise  Price"  and, if  and  as adjusted 
as herein provided, the "Pro Forma Adjusted Exercise Price").

     The  option  represented  by  this  Option  Certificate  has been granted
pursuant to the Company's 1995 Stock Option Plan (the "Plan").

     The  term  "Common Stock" means the common stock, $.004 par value, of the
Company as constituted on the date hereof (the "Base Date"), together with any
other  equity securities that may be issued by the Company in addition thereto
or  in  substitution  therefor.    The  number of shares of Common Stock to be
received upon the exercise of this Option may be adjusted from time to time as
hereinafter  set  forth.    The  shares  of Common Stock deliverable upon such
exercise.  and if and as adjusted from time to time, are hereinafter sometimes
referred to as "Option Stock."

     Upon  receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Option Certificate, and (in
the  case  of  loss,  theft  or  destruction)  of  reasonably  satisfactory
indemnification,  and  upon  surrender  and  cancellation  of  this  Option
Certificate,  if mutilated, the Company shall execute and deliver a new Option
Certificate  of like tenor and date.  Any such new Option Certificate executed
and  delivered  shall  constitute  an additional contractual obligation on the
part  of  the Company, whether or not this Option Certificate so lost, stolen,
destroyed or mutilated shall be at any time enforceable by anyone.

     The  Holder  agrees  with the Company that this Option is issued, and all
the  rights  hereunder  shall  be  held,  subject  to  all  of the conditions,
limitations and provisions set forth herein.

1.            EXERCISE OF OPTION.  Subject to the vesting schedule set forth
in  Section  2  below, this Option may be exercised in whole or in part at any
time, or from time to time, during the period commencing on the day hereof and
expiring  12:00  Midnight,  New  York  City local time on 10 years from 
date of grant by presentation and surrender hereof to the Company at its 
principal office or at its  San  Diego,  California  office,  with  the Option
Exercise Form attached hereto  duly  executed  and  accompanied  by  payment 
(either  in  cash or by certified or official bank check, payable to the order
of the Company) of the Exercise Price for the  number  of  shares specified in
such Form, duly 

- -8-
<PAGE>
executed by the Holder or his or her duly authorized attorney.  If this Option
should be exercised in part  only,  the  Company shall. upon surrender of this
Option Certificate for cancellation,  execute  and  deliver  a  new Option 
Certificate evidencing the rights of the Holder thereof to purchase the 
balance of the shares purchasable hereunder.    Upon receipt by the Company of
this Option Certificate, together with the Exercise Price, at its office in 
proper form for exercise, the Holder shall  be  deemed  to  be  the  holder of
record of the shares of Common Stock issuable upon such exercise, 
notwithstanding that the stock transfer books of the Company shall then be 
closed or that certificates representing such shares of Common Stock shall not
then  be actually delivered to the Holder ' The Company shall pay any and all 
documentary stamp or similar issue taxes payable in  respect  of the issue or
 delivery of shares of Common Stock on exercise of this Option.

2.             VESTING SCHEDULE.  No portion of this Option may be exercised
until  the  date on which such portion shall have vested.  Except as set forth
below,  and subject to the determination of the Company in its sole discretion
to  accelerate the vesting schedule hereunder due to other circumstances, this
Option  shall  be  vested  and  exercisable  with  respect  to  the  following
percentage  of  the  total  number  of shares of Option Stock on the following
dates:
<TABLE>
<CAPTION>


<S>                               <C>                    <C>

                                                         Cumulative
                                  Percentage of          Percentage of
Date                              Option Stock Vesting   Option Stock Vested
- -----------                       ---------------------  --------------------
One year after date of grant                    33.33%                33.33%
Two years after date of grant                   33.33%                66.66%
Three years after date of grant                 33.34%                  100%
</TABLE>


Once vested, this Option shall continue to be exercisable at any time or times
prior  to  the  Expiration  Date,  subject to the provisions hereof and of the
Plan.

3.             Reservation of Shares.  The Company will at all times reserve
for  issuance  and  delivery upon exercise of this Option all shares of Common
Stock  or  other  shares of capital stock of the Company (and other securities
and  property) from time to time receivable upon exercise of this Option.  All
such  shares (and other securities and property) shall be duly authorized and,
when  issued  upon  such  exercise,  shall  be  validly issued, fully paid and
nonassessable and free of all preemptive rights.

4.          Termination of Employment or Death.

(a)          If the employment of the Holder, if an employee of the Company or
     a subsidiary
corporation  of  the  Company,  or  the  services  of  the Holder, if either a
non-employee  Director  of  or  a  non-employee consultant of the Company or a
subsidiary  corporation of the Company, shall be terminated voluntarily by the
employee,  the  non-employee  Director  or  the non-employee consultant or for
cause,  then  his  Option  shall  expire  forthwith.    Except  as provided in
subsections  (b)  and  (c)  of  this Section 4, if such employment or services
shall terminate for any other reason, then such Option may be exercised at any
time  within three months after such termination, subject to the provisions of
subparagraph (d) of this Section 4.  For purposes hereof, the retirement of an
individual  either  pursuant  to  a  pension or retirement plan adopted by the
Company  or  at the normal retirement date prescribed from time to time by the
Company  shall  be  deemed  to  be termination of such individual's employment
other  than  voluntarily  or for cause.  For purposes of this subparagraph, an
employee  who  leaves the employ of the Company to become an employee of (i) a
subsidiary  corporation of the Company or (ii) a corporation (or its parent or
subsidiary)  that  has  assumed  the  Option  of  the Company as a result of a
corporate reorganization, etc., shall not be considered to have terminated his
employment.

- -9-
<PAGE>

(b)              If the Holder dies (i) while employed by, or while serving as
either  a non-employee Director of or a non-employee consultant to the Company
or  a subsidiary corporation of the Company, or (ii) within three months after
the  termination  of  his employment or his services other than voluntarily or
for cause, then this Option may, subject to the provisions of subparagraph (d)
     of this Section 4, be exercised any time within one year after such death
by  the estate of the Holder or by a person who acquired the right to exercise
such Option by bequest or inheritance or by reason of the death of the Holder.

(c)             If the Holder ceases employment because of permanent and total
disability (within the meaning of Section 22(e)(3) of the Code) while employed
     by,  or  while  serving  as  a non-employee Director of or a non-employee
consultant  to  the  Company  or a subsidiary corporation of the Company, then
this Option may, subject to the provisions of subparagraph (d) of this Section
4,  be  exercised  at  any  time  within  one  year  after  his termination of
employment or termination of services due to the disability.

(d)                This Option may not be exercised pursuant to this Section 4
except  to  the extent that the Holder was entitled to exercise this Option at
the  time of termination of employment, termination of services, or death, and
in any event may not be exercised after the expiration of this Option.

_                        e)     For purposes of this Section 4, the employment
relationship  of  an employee of the Company or of a subsidiary corporation of
the  Company  will  be treated as continuing intact while he is on military or
sick  leave  or other bona fide leave of absence (such as temporary employment
by  the  government) if such leave does not exceed ninety days, or, if longer,
so  long  as  his  right to reemployment is guaranteed either by statute or by
contract.

1.            INCORPORATION OF PLAN.  Notwithstanding anything herein to the
contrary,  this  Option  shall be subject to and governed by all the terms and
conditions of the Plan.

2.                TRANSFERABILITY.  This Agreement is personal to Holder, is
non-assignable  and  is not transferable in any manner, by operation of law or
otherwise,  other than by will or by the laws of descent and distribution, and
is exercisable, during Holder's lifetime, only by Holder.

3.          ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

(a)          If the Common Stock as a whole is changed into or exchanged for a
     different  number  or  kind  of  interests  or securities of the Company,
whether  through  reorganization,  recapitalization,  reclassification,  stock
dividend  or  other distribution, split, combination of interests, exchange of
interests,  change  in  corporate  structure  or  the like, an appropriate and
proportionate  adjustment shall be made in the number and kind of Option Stock
subject  to this Option.  In addition, upon such change, the exercise price of
shares of Option Stock or other securities subject to any unexercised portions
of  this  Option  shall  be adjusted proportionately so that Holder thereafter
shall  have  the  right to purchase the number and kind of Option Stock (as so
adjusted) under this Option at an Exercise Price (as so adjusted) which Holder
could  purchase  for  the  total  purchase price applicable to the unexercised
portion of this Option immediately prior to such adjustment, provided that any
fractional shares resulting from such calculation shall be eliminated.

(b)             Adjustments under this Paragraph 7 shall be made by the Option
Committee of the Company, whose determination shall be conclusive.

- -10-
<PAGE>

4.            EFFECT OF CERTAIN TRANSACTIONS.  If the Company is merged into
another entity, or if one or more entities is merged into the Company or there
     is  a  consolidation  of the Company and one or more entities and, in any
such  case,  the shares of Common Stock are converted into cash, securities or
other  property  other  than  shares  of  Common  Stock,  or if the Company is
liquidated,  or sells or otherwise disposes of substantially all its assets to
another  entity  while  unexercised Options remain outstanding under the Plan,
then:  (i)  subject  to the provisions of clause (iii) below, this Option will
terminate  as  of  the  effective  date  of  any  such  merger, consolidation,
liquidation  or  sale,  provided  that (x) notice of such termination shall be
given to Holder and (y) Holder shall have the right to exercise this Option to
the  extent that it is then exercisable during the 15-day period preceding the
effective  date of such merger, consolidation, liquidation or sale, contingent
upon  the  consummation  of  such  merger, consolidation, liquidation or sale,
provided, however, that in no event shalt this Option be exercisable after the
Expiration  Date; (ii) the Option Committee, with the approval of the Board of
Directors  of  the  Company,  may  in  its  discretion accelerate the time for
exercise  of  any  unexercised and unexpired portion of this Option, including
the  then  unvested  portion  of this Option, to and after a date prior to the
effective date of such merger, consolidation, liquidation or sale specified by
the Option Committee; and (iii) the Option Committee, with the approval of the
Board  of  Directors of the Company, may provide that after the effective date
of  such  merger,  consolidation  or sale this Option shall survive and Holder
shall be entitled, upon exercise of this Option, to receive, in lieu of shares
of  Common Stock, shares of stock or other securities as the holders of shares
of Common Stock received pursuant to the terms of the merger, consolidation or
sale.

5.             TAX WITHHOLDING.  Holder shall, not later than the date as of
which  the  exercise of this Option becomes a taxable event for Federal income
tax  purposes,  pay  to  the  Company or make arrangements satisfactory to the
Option  Committee  for payment of any Federal, state, and local taxes required
by  law to be withheld on account of such taxable event.  The Holder may elect
to  have such tax withholding obligation satisfied, in whole or in part by (i)
authorizing  the Company to withhold from shares of Common Stock to be issued,
or  (ii)  transferring to the Company, a number of shares of Common Stock with
an aggregate fair market value that would satisfy the withholding amount due.

6.            FRACTIONAL SHARES.  No fractional shares or scrip representing
fractional  shares  of  Common Stock shall be issued upon the exercise of this
Option,  but  the Company shall issue one additional share of its Common Stock
in  lieu of each fraction of a share otherwise called for upon any exercise of
this Option.

7.            APPLICABLE LAW.  This Option is issued under and shall for all
purposes be governed by and construed in accordance with the laws of the State
     of Delaware.

8.              NOTICE.  Notices and other communications to be given to the
Holder  of  this  Option evidenced by this certificate shall be deemed to have
been  sufficiently given, if delivered or mailed, addressed in the name and at
the  address  of  such  owner  appearing on the records of the Company, and if
mailed,  sent registered or certified mail, postage prepaid.  Notices or other
communications  to the Company shall be deemed to have been sufficiently given
if  delivered  by  hand  or  mailed,  by registered or certified mail, postage
prepaid,  or  sent  by  overnight  or second day courier, to the Company at 82
Waterloo  Road, North Ryde, New South Wales 2113, Australia,  Attn: Secretary,
or  at  such  other  address  as  the Company shall have designated by written
notice  to  such  registered owner as herein provided.  Notice shall be deemed
given  three  days  after mailing or upon receipt if sent by courier as herein
provided.

- -11-
<PAGE>
     IN  WITNESS  WHEREOF,  the Company has caused this Option to be signed on
its  behalf,  in its corporate name, by its duly authorized officer, all as of
the day and year first above written.

     RESMED INC.


     By: PETER C FARRELL
          President

     OPTION EXERCISE FORM

     The  undersigned hereby irrevocably elects to exercise this Option to the
extent  of  purchasing _____________ shares of Common Stock of ResMed Inc. and
hereby  makes  payment  at  the rate of $_______ per share, or an aggregate of
$_____________, in payment therefor.


________________________________
     Name of Registered Holder


________________________________
     Signature


________________________________
     Date

- -12-
<PAGE>
     Exhibit 23.1

INDEPENDENT AUDITORS CONSENT 

     We consent to the use of our reports incorporated herein by reference and 
to the reference to our firm under the heading "Experts" in the prospectus.  
Our report dated August 4, 1995, contains an explanatory paragraph that states
that the Company is a defendant in a lawsuit alleging unfair trade practices.
The litigation is in its early stages and, consequently, the ultimate outcome 
of the litigation cannot presently be determined.  Accordingly, no provision 
for any liability that may arise upon adjudication has been recognised in the
Company's consolidated financial statements.



KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP


San Diego, California
July 9, 1996



- -13-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 35774}]
{"company-data": {"conformed-name": "RESMED INC", "cik": "0000943819", "assigned-sic": "3842", "irs-number": "980152841", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08013", "film-number": "96593939"}, "business-address": {"street1": "82 WATERLOO RD", "street2": "NORTH RYDE", "city": "NEW SOUTH WALES AU", "state": "C3", "phone": "6128785244"}}
As filed with the Securities and Exchange Commission on July 10, 1996

     Registration No. 333-

     SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, D.C.  20549

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

     RESMED INC.
     (Exact name of registrant as specified in its charter)
DELAWARE                                       98-0152841
 (State or other jurisdiction             (I.R.S. Employer
 of incorporation or organization)  Identification Number)
82 WATERLOO ROAD
     NORTH RYDE, NEW SOUTH WALES 2113
     AUSTRALIA
     61(2) 878-5244
     (Address of principal executive offices, Zip Code)

     1995 STOCK OPTION PLAN OF
     RESMED INC.
     (Full title of the plan)
DR. PETER C. FARRELL                                       Copies to:
 PRESIDENT                                                  DIANA L. DAY, ESQ.
 5744 PACIFIC CENTER BLVD.                                  LATHAM & WATKINS
 SAN DIEGO, CALIFORNIA 92121                                701 "B" STREET, SUITE 2000
 (619) 622-2040                                             SAN DIEGO, CALIFORNIA 92101
 (Name, address including zip code, and telephone number,   (619) 236-1234
 including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
                                                        Proposed             Maximum
                                         Amount         Maximum              Aggregate          Amount of
 Title of Each Class of                  being          Offering             Offering           Registration
 Securities to be Registered             Registered(1)  Price Per Share(2)   Price(2)           Fee
Common Stock, $0.004 par value  . . . .        700,000  $              14.7  $     10,322,855   $          3,563
=======================================  =============  ===================  =================  =================
(1)     The 1995 Stock Option Plan of ResMed Inc. (the "Company") (the "Plan") authorizes the issuance of 700,000
shares  of  the Company's Common Stock.  Of the 700,000 shares under the Plan being registered hereunder, 484,098
are subject to presently outstanding options.

(2)          For  purposes of computing the registration fee only.  Pursuant to Rule 457(h), the Proposed Maximum
Offering  Price  Per Share is based upon (1) the average exercise price per share ($13.93) of outstanding options
for  484,098  shares and (2), for remaining 215,902 shares, upon the closing sales price for the Company's Common
Stock on the Nasdaq National Market System on July __, 1996.
This Document Contains a Total of 13 Pages.
     The Exhibit Index is Located on Page 6.
PART I

ITEM 1.     PLAN INFORMATION

          Not required to be filed with this Registration Statement.

ITEM 2.     REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

          Not required to be filed with this Registration Statement.

     PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following  documents  are  hereby  incorporated by reference in this
Registration Statement:

          (a)     The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995;

          (b)          The  Company's  Quarterly  Reports on Form 10-Q for the
quarters ended September 30, 1995, December 31, 1995 and March 31, 1996;

          (c)       All other reports filed pursuant to Section 13(a) or 15(d)
of  the Exchange Act since the end of the Company's fiscal year ended June 30,
1995; and

          (d)       The description of the Company's Common Stock contained in
Amendment  No. 2 to the Company's Registration Statement on Form S-1 dated May
30, 1995, File No. 33-91094.

     All  documents  filed by the Company pursuant to Section 13(a), 13(c), 14
or  15(d)  of  the  Securities  Exchange  Act  of  1934  after  the  date this
Registration  Statement  is  filed with the Securities and Exchange Commission
and 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 of it from the respective dates of
filing  of 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  of this Registration Statement to the
extent  that  a  statement contained herein or in any other subsequently filed
document  which  also  is  or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.   Any such statement so modified or
superseded  shall  not  be  deemed,  except  as  so modified or superseded, to
constitute a part of this Registration Statement.

- -2-
ITEM 4.      DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article  Seventh  of  the Company's Certificate of Incorporation provides
that  the  Company shall indemnify to the fullest extent permitted by Sections
102(b)(7)  and  145  of  the Delaware General Corporation Law, as amended from
time  to  time,  each person that such Sections grant the Company the power to
indemnify.   Article Seventh of the Certificate of Incorporation also provides
that no director shall be liable to the Company or any of its stockholders for
monetary  damages  for  breach  of  fiduciary  duty as a director, except with
respect  to  (1)  a breach of the director's duty of loyalty to the Company or
its  stockholders,  (2)  acts  or omissions not in good faith or which involve
intentional  misconduct  or  a  knowing  violation of law, (3) liability under
Section  174 of the Delaware General Corporation Law or (4) a transaction from
which  the  director  derived  an  improper  personal  benefit,  it  being the
intention  of  the  foregoing  provision  to  eliminate  the  liability of the
Company's  directors  to the Company or its stockholders to the fullest extent
permitted by Section 102(b)(7) of Delaware General Corporation Law, as amended
from time to time.  The Delaware General Corporation Law permits a corporation
to  indemnify a director, officer, agent or employee, who was or is a party or
is threatened to be made a party to any proceedings, against certain expenses,
judgments, fines, settlements and other amounts under certain circumstances if
such  indemnified  party  (i)  acted  in good faith and in a manner reasonably
believed  by  the  indemnified  party  to  be  in  or  not opposed to the best
interests  of the corporation, and (ii) with respect to any criminal action or
proceedings,  has  no  reasonable  cause  to  believe  his  or her conduct was
unlawful.   The termination of any proceeding by conviction, or upon a plea of
nolo  contender or its equivalent, or an entry of any order of probation prior
to  judgement,  does not, of itself, create a presumption that the indemnified
party  did  not  meet  the  requisite  standard  of  conduct  required  for
indemnification  to  be  permitted.   It is the position of the Securities and
Exchange  Commission  that  indemnification  of  directors  and  officers  for
liabilities  arising under the Securities Act of 1933 is against public policy
and is unenforceable pursuant to Section 14 of such Act.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.      EXHIBITS

     See the Exhibit Index attached hereto.

- -3-
ITEM 9.      UNDER-TAKINGS

     (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 of 1933;

               (ii)          to  reflect in the prospectus any facts or events
arising  after  the effective date of this 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) shall not apply to
information  required  to  be  included in a post-effective amendment by those
paragraphs  which  are  contained  in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.

          (2)     That, for the purpose of determining any liability under the
Securities  Act of 1933, 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.

          (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  Securities Exchange Act of 1934 that is incorporated by reference in this
registration  statement  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.

     (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, as amended,
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 San Diego, State of California, on
June 21, 1996.

                              RESMED INC.

                              By:  PETER C FARRELL
                                   Dr. Peter C. Farrell
                                   President
                                   July 10, 1996

     POWER OF ATTORNEY

     Each person whose signature appears below authorizes Dr. Peter C. Farrell
and  Norman  DeWitt,  and any one of them, with full power of substitution and
resubstitution,  his true and lawful attorneys-in-fact, for him in any and all
capacities,  to  sign  any amendments (including post-effective amendments) to
this  Registration  Statement and to file the same, with exhibits thereto, and
other  documents  in  connection  therewith,  with the Securities and Exchange
Commission.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
Registration  Statement  has  been  signed  by  the  following  persons in the
capacities and on the dates indicated.
SIGNATURE               TITLE                                                             DATE
- ----------------------  ----------------------------------------------------------    -------------
/s/                     President, Chief Executive Officer 
- ----------------------  (Principal Executive Officer) and Chairman                    June 21, 1996
Peter C. Farrell
/s/                     Vice President (Principal Financial 
- ----------------------  Officer and Principal Accounting Officer)                     June 21, 1996 
Adrian Smith
/s/                     Director                                                      June 21, 1996
- ---------------------- 
Donagh McCarthy
/s/                     Director                                                      June 21, 1996
- ---------------------- 
Gary W. Pace
/s/                     Director                                                      June 21, 1996
- ---------------------- 
Michael A. Quinn
/s/                     Director                                                      June 21, 1996
- ---------------------- 
Christopher G. Roberts
- -5-
EXHIBIT INDEX
EXHIBIT                                                                 PAGE
- --------                                                                ----

3.1       Certificate of Incorporation of the Company, incorporated by    --
          reference to Exhibit 3.1 to the Company's Registration
          Statement on Form S-1 (File No. 33-91094).

3.1(a)    Certificate of Correction of Certificate of Amendment of the    --
          Certificate of Incorporation of the Company, incorporated by
          reference to Exhibit 3.1(a) to Amendment No. 1 to the
          Company's Registration Statement on Form S-1 (File No. 33-
          91094).

3.2       Amended and Restated Bylaws of the Company, incorporated        --
          by reference to Exhibit 3.2 to the Company's Registration
          Statement on Form S-1 (File No. 33-91094).

5.1       Opinion of Latham & Watkins*                                     7

10.1      1995 Stock Option Plan, incorporated by reference to Exhibit    --
          10.1 to the Company's Registration Statement on Form S-1
          (File No. 33-91094).

10.2      Form of Stock Option Agreement*                                  8

23.1      Consent of KPMG Peat Marwick*                                   13

23.2      Consent of Latham & Watkins (included in Exhibit 5.1).*         --

24.1      Power of Attorney, included on page 5 hereof.*                  --
*  Filed herewith.
- -6-
Exhibit 5.1

     July 10, 1996

ResMed Inc.
82 Waterloo Road
North Ryde
New South Wales 2113
Australia

     Re:     ResMed Inc.

Gentlemen:

          At your request, we have examined the Registration Statement on Form
S-8  (the  "Registration  Statement"),  which  you  intend  to  file  with the
Securities  and  Exchange Commission in connection with the registration under
the Securities Act of 1993, as amended, of 700,000 shares of Common Stock, par
value  $0.004  per share (the "Shares"), to be sold by ResMed Inc., a Delaware
corporation  (the  "Company"), under the 1995 Stock Option Plan of ResMed Inc.
(the "Stock Option Plan").  You have requested our opinion with respect to the
matters set forth below.

          In  our  capacity  as  your  counsel  in  connection  with  such
registration,  we  are  familiar with the proceedings taken and proposed to be
taken  by  the Company in connection with the authorization, issuance and sale
of  the  Shares,  and  for  the  purposes  of  this opinion, have assumed such
proceedings  will  be  timely  completed in the manner presently proposed.  In
addition,  we  have  made  such  legal and factual examinations and inquiries,
including  an  examination  of  originals  or  copies  certified  or otherwise
identified  to  our  satisfaction  of  such  documents,  corporate records and
instruments,  as  we have deemed necessary or appropriate for purposes of this
opinion.

          In  our  examination,  we  have  assumed  the  genuineness  of  all
signatures,  the  authenticity  of all documents submitted to us as originals,
and  the conformity to authentic original documents of all documents submitted
to us as copies.

          We  are  opining  herein as to the effect on the subject transaction
only  of  the General Corporation Law of the State of Delaware, and we express
no  opinion  with respect to the applicability thereto, or the effect thereon,
of  the laws of any other jurisdiction or any other laws, or as to any matters
of municipal law or the laws of any other local agencies within the state.

          Subject  to  the  foregoing,  it  is our opinion that as of the date
hereof the Shares have been duly authorized, and, upon the exercise of options
and the payment for Shares in accordance with the terms set forth in the Stock
Option  Plan, under which such Shares will be issued and sold, the Shares will
be validly issued, fully paid and nonassessable.

          We  consent  to  your  filing  this  opinion  as  an  exhibit to the
Registration Statement.

                         Very truly yours,
                         LATHAM & WATKINS

- -7-
Exhibit 10.2

     RESMED INC.

     (Incorporated under the laws of the State of Delaware)

     VOID AFTER 12:00 MIDNIGHT, NEW YORK CITY TIME, ON 10 YEARS FROM DATE OF
     GRANT

     OPTION TO PURCHASE ___ SHARES
Dated:  _______, _______     OF COMMON STOCK

     RESMED INC. 1995 STOCK OPTION PLAN

No. ___

     RESMED  INC.,  a  Delaware  corporation (the "Company"), hereby certifies
that  ______  (the  "Holder")  is  entitled, subject to the provisions of this
option (the "Option"), to purchase from the Company, at any time, or from time
to  time during the period commencing on the day hereof, and expiring at 12:00
Midnight,  New  York  City local time on 10 years from date of grant up to ___
fully paid and non-assessable  shares of Common Stock, $.004 par value, of the
Company at a price  of  $____  per  share (such exercise price per share being
hereinafter referred  to as the  "Exercise  Price"  and, if  and  as adjusted 
as herein provided, the "Pro Forma Adjusted Exercise Price").

     The  option  represented  by  this  Option  Certificate  has been granted
pursuant to the Company's 1995 Stock Option Plan (the "Plan").

     The  term  "Common Stock" means the common stock, $.004 par value, of the
Company as constituted on the date hereof (the "Base Date"), together with any
other  equity securities that may be issued by the Company in addition thereto
or  in  substitution  therefor.    The  number of shares of Common Stock to be
received upon the exercise of this Option may be adjusted from time to time as
hereinafter  set  forth.    The  shares  of Common Stock deliverable upon such
exercise.  and if and as adjusted from time to time, are hereinafter sometimes
referred to as "Option Stock."

     Upon  receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Option Certificate, and (in
the  case  of  loss,  theft  or  destruction)  of  reasonably  satisfactory
indemnification,  and  upon  surrender  and  cancellation  of  this  Option
Certificate,  if mutilated, the Company shall execute and deliver a new Option
Certificate  of like tenor and date.  Any such new Option Certificate executed
and  delivered  shall  constitute  an additional contractual obligation on the
part  of  the Company, whether or not this Option Certificate so lost, stolen,
destroyed or mutilated shall be at any time enforceable by anyone.

     The  Holder  agrees  with the Company that this Option is issued, and all
the  rights  hereunder  shall  be  held,  subject  to  all  of the conditions,
limitations and provisions set forth herein.

1.            EXERCISE OF OPTION.  Subject to the vesting schedule set forth
in  Section  2  below, this Option may be exercised in whole or in part at any
time, or from time to time, during the period commencing on the day hereof and
expiring  12:00  Midnight,  New  York  City local time on 10 years from 
date of grant by presentation and surrender hereof to the Company at its 
principal office or at its  San  Diego,  California  office,  with  the Option
Exercise Form attached hereto  duly  executed  and  accompanied  by  payment 
(either  in  cash or by certified or official bank check, payable to the order
of the Company) of the Exercise Price for the  number  of  shares specified in
such Form, duly 

- -8-
executed by the Holder or his or her duly authorized attorney.  If this Option
should be exercised in part  only,  the  Company shall. upon surrender of this
Option Certificate for cancellation,  execute  and  deliver  a  new Option 
Certificate evidencing the rights of the Holder thereof to purchase the 
balance of the shares purchasable hereunder.    Upon receipt by the Company of
this Option Certificate, together with the Exercise Price, at its office in 
proper form for exercise, the Holder shall  be  deemed  to  be  the  holder of
record of the shares of Common Stock issuable upon such exercise, 
notwithstanding that the stock transfer books of the Company shall then be 
closed or that certificates representing such shares of Common Stock shall not
then  be actually delivered to the Holder ' The Company shall pay any and all 
documentary stamp or similar issue taxes payable in  respect  of the issue or
 delivery of shares of Common Stock on exercise of this Option.

2.             VESTING SCHEDULE.  No portion of this Option may be exercised
until  the  date on which such portion shall have vested.  Except as set forth
below,  and subject to the determination of the Company in its sole discretion
to  accelerate the vesting schedule hereunder due to other circumstances, this
Option  shall  be  vested  and  exercisable  with  respect  to  the  following
percentage  of  the  total  number  of shares of Option Stock on the following
dates:
Cumulative
                                  Percentage of          Percentage of
Date                              Option Stock Vesting   Option Stock Vested
- -----------                       ---------------------  --------------------
One year after date of grant                    33.33%                33.33%
Two years after date of grant                   33.33%                66.66%
Three years after date of grant                 33.34%                  100%
Once vested, this Option shall continue to be exercisable at any time or times
prior  to  the  Expiration  Date,  subject to the provisions hereof and of the
Plan.

3.             Reservation of Shares.  The Company will at all times reserve
for  issuance  and  delivery upon exercise of this Option all shares of Common
Stock  or  other  shares of capital stock of the Company (and other securities
and  property) from time to time receivable upon exercise of this Option.  All
such  shares (and other securities and property) shall be duly authorized and,
when  issued  upon  such  exercise,  shall  be  validly issued, fully paid and
nonassessable and free of all preemptive rights.

4.          Termination of Employment or Death.

(a)          If the employment of the Holder, if an employee of the Company or
     a subsidiary
corporation  of  the  Company,  or  the  services  of  the Holder, if either a
non-employee  Director  of  or  a  non-employee consultant of the Company or a
subsidiary  corporation of the Company, shall be terminated voluntarily by the
employee,  the  non-employee  Director  or  the non-employee consultant or for
cause,  then  his  Option  shall  expire  forthwith.    Except  as provided in
subsections  (b)  and  (c)  of  this Section 4, if such employment or services
shall terminate for any other reason, then such Option may be exercised at any
time  within three months after such termination, subject to the provisions of
subparagraph (d) of this Section 4.  For purposes hereof, the retirement of an
individual  either  pursuant  to  a  pension or retirement plan adopted by the
Company  or  at the normal retirement date prescribed from time to time by the
Company  shall  be  deemed  to  be termination of such individual's employment
other  than  voluntarily  or for cause.  For purposes of this subparagraph, an
employee  who  leaves the employ of the Company to become an employee of (i) a
subsidiary  corporation of the Company or (ii) a corporation (or its parent or
subsidiary)  that  has  assumed  the  Option  of  the Company as a result of a
corporate reorganization, etc., shall not be considered to have terminated his
employment.

- -9-
(b)              If the Holder dies (i) while employed by, or while serving as
either  a non-employee Director of or a non-employee consultant to the Company
or  a subsidiary corporation of the Company, or (ii) within three months after
the  termination  of  his employment or his services other than voluntarily or
for cause, then this Option may, subject to the provisions of subparagraph (d)
     of this Section 4, be exercised any time within one year after such death
by  the estate of the Holder or by a person who acquired the right to exercise
such Option by bequest or inheritance or by reason of the death of the Holder.

(c)             If the Holder ceases employment because of permanent and total
disability (within the meaning of Section 22(e)(3) of the Code) while employed
     by,  or  while  serving  as  a non-employee Director of or a non-employee
consultant  to  the  Company  or a subsidiary corporation of the Company, then
this Option may, subject to the provisions of subparagraph (d) of this Section
4,  be  exercised  at  any  time  within  one  year  after  his termination of
employment or termination of services due to the disability.

(d)                This Option may not be exercised pursuant to this Section 4
except  to  the extent that the Holder was entitled to exercise this Option at
the  time of termination of employment, termination of services, or death, and
in any event may not be exercised after the expiration of this Option.

_                        e)     For purposes of this Section 4, the employment
relationship  of  an employee of the Company or of a subsidiary corporation of
the  Company  will  be treated as continuing intact while he is on military or
sick  leave  or other bona fide leave of absence (such as temporary employment
by  the  government) if such leave does not exceed ninety days, or, if longer,
so  long  as  his  right to reemployment is guaranteed either by statute or by
contract.

1.            INCORPORATION OF PLAN.  Notwithstanding anything herein to the
contrary,  this  Option  shall be subject to and governed by all the terms and
conditions of the Plan.

2.                TRANSFERABILITY.  This Agreement is personal to Holder, is
non-assignable  and  is not transferable in any manner, by operation of law or
otherwise,  other than by will or by the laws of descent and distribution, and
is exercisable, during Holder's lifetime, only by Holder.

3.          ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

(a)          If the Common Stock as a whole is changed into or exchanged for a
     different  number  or  kind  of  interests  or securities of the Company,
whether  through  reorganization,  recapitalization,  reclassification,  stock
dividend  or  other distribution, split, combination of interests, exchange of
interests,  change  in  corporate  structure  or  the like, an appropriate and
proportionate  adjustment shall be made in the number and kind of Option Stock
subject  to this Option.  In addition, upon such change, the exercise price of
shares of Option Stock or other securities subject to any unexercised portions
of  this  Option  shall  be adjusted proportionately so that Holder thereafter
shall  have  the  right to purchase the number and kind of Option Stock (as so
adjusted) under this Option at an Exercise Price (as so adjusted) which Holder
could  purchase  for  the  total  purchase price applicable to the unexercised
portion of this Option immediately prior to such adjustment, provided that any
fractional shares resulting from such calculation shall be eliminated.

(b)             Adjustments under this Paragraph 7 shall be made by the Option
Committee of the Company, whose determination shall be conclusive.

- -10-
4.            EFFECT OF CERTAIN TRANSACTIONS.  If the Company is merged into
another entity, or if one or more entities is merged into the Company or there
     is  a  consolidation  of the Company and one or more entities and, in any
such  case,  the shares of Common Stock are converted into cash, securities or
other  property  other  than  shares  of  Common  Stock,  or if the Company is
liquidated,  or sells or otherwise disposes of substantially all its assets to
another  entity  while  unexercised Options remain outstanding under the Plan,
then:  (i)  subject  to the provisions of clause (iii) below, this Option will
terminate  as  of  the  effective  date  of  any  such  merger, consolidation,
liquidation  or  sale,  provided  that (x) notice of such termination shall be
given to Holder and (y) Holder shall have the right to exercise this Option to
the  extent that it is then exercisable during the 15-day period preceding the
effective  date of such merger, consolidation, liquidation or sale, contingent
upon  the  consummation  of  such  merger, consolidation, liquidation or sale,
provided, however, that in no event shalt this Option be exercisable after the
Expiration  Date; (ii) the Option Committee, with the approval of the Board of
Directors  of  the  Company,  may  in  its  discretion accelerate the time for
exercise  of  any  unexercised and unexpired portion of this Option, including
the  then  unvested  portion  of this Option, to and after a date prior to the
effective date of such merger, consolidation, liquidation or sale specified by
the Option Committee; and (iii) the Option Committee, with the approval of the
Board  of  Directors of the Company, may provide that after the effective date
of  such  merger,  consolidation  or sale this Option shall survive and Holder
shall be entitled, upon exercise of this Option, to receive, in lieu of shares
of  Common Stock, shares of stock or other securities as the holders of shares
of Common Stock received pursuant to the terms of the merger, consolidation or
sale.

5.             TAX WITHHOLDING.  Holder shall, not later than the date as of
which  the  exercise of this Option becomes a taxable event for Federal income
tax  purposes,  pay  to  the  Company or make arrangements satisfactory to the
Option  Committee  for payment of any Federal, state, and local taxes required
by  law to be withheld on account of such taxable event.  The Holder may elect
to  have such tax withholding obligation satisfied, in whole or in part by (i)
authorizing  the Company to withhold from shares of Common Stock to be issued,
or  (ii)  transferring to the Company, a number of shares of Common Stock with
an aggregate fair market value that would satisfy the withholding amount due.

6.            FRACTIONAL SHARES.  No fractional shares or scrip representing
fractional  shares  of  Common Stock shall be issued upon the exercise of this
Option,  but  the Company shall issue one additional share of its Common Stock
in  lieu of each fraction of a share otherwise called for upon any exercise of
this Option.

7.            APPLICABLE LAW.  This Option is issued under and shall for all
purposes be governed by and construed in accordance with the laws of the State
     of Delaware.

8.              NOTICE.  Notices and other communications to be given to the
Holder  of  this  Option evidenced by this certificate shall be deemed to have
been  sufficiently given, if delivered or mailed, addressed in the name and at
the  address  of  such  owner  appearing on the records of the Company, and if
mailed,  sent registered or certified mail, postage prepaid.  Notices or other
communications  to the Company shall be deemed to have been sufficiently given
if  delivered  by  hand  or  mailed,  by registered or certified mail, postage
prepaid,  or  sent  by  overnight  or second day courier, to the Company at 82
Waterloo  Road, North Ryde, New South Wales 2113, Australia,  Attn: Secretary,
or  at  such  other  address  as  the Company shall have designated by written
notice  to  such  registered owner as herein provided.  Notice shall be deemed
given  three  days  after mailing or upon receipt if sent by courier as herein
provided.

- -11-
IN  WITNESS  WHEREOF,  the Company has caused this Option to be signed on
its  behalf,  in its corporate name, by its duly authorized officer, all as of
the day and year first above written.

     RESMED INC.

     By: PETER C FARRELL
          President

     OPTION EXERCISE FORM

     The  undersigned hereby irrevocably elects to exercise this Option to the
extent  of  purchasing _____________ shares of Common Stock of ResMed Inc. and
hereby  makes  payment  at  the rate of $_______ per share, or an aggregate of
$_____________, in payment therefor.

________________________________
     Name of Registered Holder

________________________________
     Signature

________________________________
     Date

- -12-
Exhibit 23.1

INDEPENDENT AUDITORS CONSENT 

     We consent to the use of our reports incorporated herein by reference and 
to the reference to our firm under the heading "Experts" in the prospectus.  
Our report dated August 4, 1995, contains an explanatory paragraph that states
that the Company is a defendant in a lawsuit alleging unfair trade practices.
The litigation is in its early stages and, consequently, the ultimate outcome 
of the litigation cannot presently be determined.  Accordingly, no provision 
for any liability that may arise upon adjudication has been recognised in the
Company's consolidated financial statements.

KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP

San Diego, California
July 9, 1996

- -13-