Upper airway musculature is important in the pathogenesis of obstructive sleep apnea. Electromyographic studies of patients with obstructive sleep apnea demonstrate increased activity of upper airway dilator muscles. Biopsy studies of these muscles show both adaptation and muscle injury. In this study we utilized quantitative magnetic resonance imaging to characterize changes in the upper airway musculature of patients with obstructive sleep apnea. This technique provides measurements of the T2 relaxation times of upper airway muscles (genioglossus, geniohyoid, sternohyoid/sternothyroid) spatially localized to submillimeter resolution. Our results demonstrate that the mean T2 values of genioglossus (p = 0.04) and geniohyoid (p = 0.06) differ between the apneic and control groups, while the values for the sternohyoid/sternothyroid muscles (p = 0.6) are similar between groups. In both apneics and normals respectively the T2 values for the genioglossus (p = 0.0003, 0.0001) and geniohyoid (p = 0.0054, 0.001) were significantly greater than for the sternohyoid/sternothyroid muscles. The changes observed are compatible with the hypothesis that there is increased edema and possibly increased fat content of the tongue muscles in patients with obstructive sleep apnea.