Obstructive sleep apnoea (OSA) is a common disorder, affecting 2-4% of middle-aged adults and rising to >25% in older people. Reduced upper airway calibre and greater pharyngeal length are both associated with an increased risk of OSA; however, the effect of age on upper airway morphology in people with and without OSA is unclear. The aim of this study was to investigate the impact of age on upper airway morphology in healthy older and younger people. Methods: Upper airway morphology was assessed using magnetic resonance (MR) imaging in healthy older (>60 years) and younger (<40 years) people who were screened to exclude OSA, and matched for body mass index (BMI) plus neck circumference (NC). MR scans of the upper airway were performed using a 1.5 Tesla MR scanner (Siemens Avanto; T1 weighted, 2D Axial and Sagittal spin echo sequences). Selected upper airway parameters were analysed using ImageJ software (version 1.46r, National Institutes of Health, USA) to determine any group differences; group mean differences were tested using Man Whitney U tests (SPSS, IBM Statistics 19, SPSS Inc., USA). Results: Fourteen younger (median (quartile 1-quartile 3): age 27.5 (26.3-31.8)years, BMI 25.9 (23.9-27)kg.m-2; NC 38.5 (37.5-41.0)cm) and 11 older (age 65.0 (63.0-68.5)years, BMI 26.6 (25.2-28.8)kg.m-2; NC 39.6 (38.9-40.4)cm) healthy males were studied with ethical approval. Older subjects had significantly longer pharyngeal airways (older: 8.8 (7.8-9.0)cm, younger: 7.7 (7.0-8.3)cm; p=0.025) and greater soft palate cross-sectional area (older: 43.1 (36.0-48.8)cm2, younger: 35.2 (30.5-40.5)cm2; p=0.003) compared to younger subjects. Moreover, there was a significant increase in parapharyngeal fat-pad thickness and fat-pad cross sectional area in the older group despite controlling for BMI and NC (thickness, older: 1.7 (1.4-2.2)cm, younger: 1.2 (1.0-1.8)cm; p=0.029. Cross sectional area, older: 13.8 (9.1-17.1)cm2, younger: 7.4 (5.9-13.0)cm2; p=0.018). Conclusion: Ageing was associated with soft tissue enlargement and lengthening of the pharyngeal airway. We speculate that these changes in upper airway morphology result in a greater propensity to airway collapse during sleep, predisposing older people to an increased risk of OSA.