SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               -------------------
                                    FORM 10-Q
                               -------------------

[  X  ]     QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH  31,  2003

[     ]     TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  FOR  THE  TRANSITION  PERIOD FROM ________  TO ________


                                     0-26038
                             Commission file number:

                                   ResMed Inc
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   98-0152841
                        (IRS Employer Identification No)

                               14040 Danielson St
                               Poway CA 92064-6857
                            United States Of America
                    (Address of principal executive offices)

                                 (858) 746 2400
               (Registrant's telephone number including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.               Yes  [ x ]     No  [     ]


Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act).    Yes  [ x ]     No  [     ]


As  of  May  5,  2003,  there were 33,226,493 shares of Common Stock ($0.004 par
value)  outstanding.






                          RESMED INC. AND SUBSIDIARIES
                                      INDEX


                                                                  
PART I   FINANCIAL INFORMATION                                          Page

Item 1   Financial Statements

         Condensed Consolidated Balance Sheets (unaudited) as of           3
         March 31, 2003 and June 30, 2002

         Condensed Consolidated Statements of Income (unaudited) for       4
         the Three Months Ended March 31, 2003 and 2002 and the
         Nine Months ended March 31, 2003 and 2002

         Condensed Consolidated Statements of Cash Flows (unaudited)       5
         for the Nine Months Ended March 31, 2003 and 2002

         Notes to Unaudited Condensed Consolidated Financial               6
         Statements

Item 2   Management's Discussion and Analysis of Financial Conditions     24
         and Results of Operations

Item 3   Quantitative and Qualitative Disclosures About Market Risk       34

Item 4   Controls and Procedures                                          44



PART II  OTHER INFORMATION

Item 1   Legal Proceedings                                                45

Item 2   Changes in Securities and Use of Proceeds                        45

Item 3   Defaults Upon Senior Securities                                  45

Item 4   Submission of Matters to a Vote of Security Holders              45

Item 5   Other Information                                                45

Item 6   Exhibits and Reports on Form 8-K                                 45

         SIGNATURES                                                       46

         CERTIFICATIONS                                                   47


                                      - 2 -



PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------



                                               RESMED INC. AND SUBSIDIARIES
                                    Condensed Consolidated Balance Sheets (Unaudited)
                                          (in US$ thousands, except share data)

                                                                                                     March 31,  June 30,
                                                                                                       2003      2002
                                                                                                          
ASSETS
Current assets:
Cash and cash equivalents                                                                            $ 93,715   $ 72,860
Marketable securities - available-for-sale                                                              9,586     19,979
Accounts receivable, net of allowance for doubtful accounts of $2,436 at March 31, 2003 and
1,938 at June 30, 2002                                                                                 52,636     46,199
Inventories (note 4)                                                                                   49,305     41,173
Deferred income taxes                                                                                   9,357      9,289
Prepaid expenses and other current assets                                                               5,468      4,213
                                                                                                     --------- ---------
Total current assets                                                                                  220,067    193,713
                                                                                                     --------- ---------

Property, plant and equipment, net of accumulated depreciation of $41,133 at March 31, 2003
and $31,084 at June 30, 2002                                                                           92,199     79,279
Patents, net of accumulated amortization of $2,855 at March 31, 2003 and $1,862 at June  30, 2002       3,137      2,653
Goodwill (note 6)                                                                                      98,639     92,536
Other assets                                                                                            6,221      8,010
                                                                                                     --------- ---------
Total non-current assets                                                                              200,196    182,478
                                                                                                     ---------  ---------
Total assets                                                                                         $420,263   $376,191
                                                                                                     ========   =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable                                                                                     $ 16,027   $ 11,605
Accrued expenses                                                                                       16,664     15,273
Deferred revenue                                                                                        5,704      3,636
Income taxes payable                                                                                    6,111      6,905
Payable for property purchase                                                                           6,331     11,552
Current portion of deferred profit on sale-leaseback                                                    2,077      1,933
                                                                                                     ---------  ---------
Total current liabilities                                                                              52,914     50,904
                                                                                                     ---------  ---------

Non-current liabilities:
Deferred revenue                                                                                        7,007      5,402
Convertible subordinated notes (note 9)                                                               113,250    123,250
Deferred profit on sale-leaseback                                                                       2,424      3,705
                                                                                                     ---------  ---------
Total non-current liabilities                                                                         122,681    132,357
                                                                                                     ---------  ---------
Total Liabilities                                                                                     175,595    183,261
                                                                                                     ---------  ---------

Commitments and contingencies (note 7)                                                                      -          -
Stockholders' Equity:
Preferred stock, $0.01 par value,  2,000,000 shares authorized; none issued                                 -          -
Series A Junior Participating preferred stock, $0.01 par value, 250,000 shares
authorized; none issued                                                                                     -          -
Common Stock, $0.004 par value, 100,000,000 shares authorized; issued and outstanding
33,126,910 at March 31, 2003 and 32,818,160 at June 30, 2002 (excluding 415,365 and                       133        132
290,047 shares held as Treasury Stock respectively)
Additional paid-in capital                                                                             98,715     94,153
Retained earnings                                                                                     146,848    114,643
Treasury stock                                                                                        (11,415)    (7,873)
Accumulated other comprehensive income (loss) (note 5)                                                 10,387     (8,125)
Total stockholders' equity                                                                            244,668    192,930
                                                                                                     ---------  ---------
Total liabilities and stockholders' equity                                                           $420,263   $376,191
                                                                                                     ========   =========

See accompanying notes to unaudited condensed consolidated financial statements.

                                      - 3 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------



                          RESMED INC. AND SUBSIDIARIES
             Condensed Consolidated Statements of Income (Unaudited)
                    (in US$ thousands, except per share data)

                                     Three Months Ended    Nine Months Ended
                                          March 31,           March 31,
                                       2003      2002      2003       2002
                                     --------  --------  ---------  ---------
                                                        
Net revenue                          $68,996   $52,776   $192,875   $147,829
Cost of sales                         25,809    19,005     70,152     51,388
                                     --------  --------  ---------  ---------
Gross profit                          43,187    33,771    122,723     96,441
                                     --------  --------  ---------  ---------

Operating expenses:
Selling, general and administrative   21,013    16,408     59,735     45,467
Research and development               5,068     3,792     14,299     10,770
Donation to Research Foundation            -     1,000          -      1,000
                                     --------  --------  ---------  ---------
Total operating expenses              26,081    21,200     74,034     57,237
                                     --------  --------  ---------  ---------
                                     --------  --------  ---------  ---------
Income from operations                17,106    12,571     48,689     39,204
                                     --------  --------  ---------  ---------

Other income (expense), net:
Interest income (expense), net          (505)     (893)    (2,131)    (2,461)
Gain on extinguishment of debt             -     2,989        529      2,989
Other, net                             1,406       433        121        471
                                     --------  --------  ---------  ---------
Total other income (expense), net        901     2,529    ( 1,481)       999
                                     --------  --------  ---------  ---------

Income before income taxes            18,007    15,100     47,208     40,203
Income taxes                          (5,757)   (4,721)   (15,003)   (12,507)
                                     --------  --------  ---------  ---------
Net income                           $12,250   $10,379   $ 32,205   $ 27,696
                                     =======   ========  =========  =========

Basic earnings per share:            $  0.37   $  0.32   $   0.98   $   0.87
Diluted earnings per share:          $  0.35   $  0.31   $   0.94   $   0.81

Basic share outstanding               33,065    32,217     32,980     31,992
Diluted shares outstanding
                                      34,564    33,924     34,343     34,101


See accompanying notes to unaudited condensed consolidated financial statements.

                                      - 4 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------



                                      RESMED INC. AND SUBSIDIARIES
                       Condensed Consolidated Statements of Cash Flows (Unaudited)
                                           (in US$ thousands)

                                                                                     Nine Months Ended
                                                                                         March 31,
                                                                                     2003        2002
                                                                                   ---------  ----------
                                                                                        
Cash flows from operating activities:
Net income                                                                         $ 32,205   $  27,696
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization                                                         8,949       7,007
Amortization of deferred borrowing costs                                                641         954
Provision for service warranties                                                        128        (113)
Foreign currency options revaluations                                                   191         340
Gain on debt extinguishment                                                            (529)     (2,989)
Profit on sale and lease-back of building                                            (1,459)          -
Changes in operating assets and liabilities:
Accounts receivable, net                                                             (4,016)    (10,536)
Inventories                                                                          (5,991)     (4,712)
Prepaid expenses and other current assets                                            (1,625)     (6,436)
Accounts payable, accrued expenses and other liabilities                              8,643      15,974
                                                                                   ---------  ----------
Net cash provided by operating activities                                            37,137      27,185
                                                                                   ---------  ----------
Cash flows from investing activities:
Purchases of property, plant and equipment                                          (16,528)    (15,819)
Patent registration costs                                                            (1,026)       (975)
Purchase of non-trading investments                                                    (953)     (2,839)
Proceeds from sale of non-trading investments                                         1,836           -
Business acquisitions, net of cash acquired of nil (2002:$369) (note 8)                (300)     (6,544)
Purchases of marketable securities-available-for-sale                               (13,544)   (350,743)
Proceeds from sale of marketable securities - available-for-sale                     23,770     356,685
                                                                                   ---------  ----------
Net cash used in investing activities                                                (6,745)    (20,235)
                                                                                   ---------  ----------
Cash flows from financing activities:
Proceeds from issuance of common stock, net                                           4,563       9,305
Proceeds from borrowings, net of borrowing costs                                          -      28,402
Instalment payment for property purchase                                             (5,870)          -
Redemption of borrowings, convertible note                                           (9,217)    (29,935)
Purchase of treasury stock                                                           (3,542)          -
                                                                                   ---------  ----------
Net cash (used) provided by financing activities                                    (14,066)      7,772
                                                                                   ---------  ----------
Effect of exchange rate changes on cash                                               4,529       1,370
                                                                                   ---------  ----------
Net increase in cash and cash equivalents                                            20,855      16,092
Cash and cash equivalents at beginning of period                                     72,860      40,136
                                                                                   ---------  ----------
Cash and cash equivalents at end of period                                         $ 93,715   $  56,228
                                                                                   =========  ==========

Supplemental disclosure of cash flow information:
Income taxes paid                                                                  $ 15,851   $  13,620
Interest paid                                                                         2,265       3,868
                                                                                   =========  ==========

Fair value of assets acquired on acquisition:                                      $      -   $   2,634
Liabilities assumed                                                                       -      (1,131)
Goodwill on acquisition                                                                 300       5,410
Cash paid for acquisition                                                          $    300   $   6,913
                                                                                   =========  ==========


     See accompanying notes to condensed consolidated financial statements.

                                      - 5 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED )

(1)     Organization  and  Basis  of  Presentation

     ResMed  Inc.  (the Company), is a Delaware Corporation formed in March 1994
as  a   holding   company  for  the  ResMed  Group.  The  Company,  through  its
subsidiaries,  designs,  manufactures and markets devices for the evaluation and
treatment of sleep-disordered breathing, primarily obstructive sleep apnea.  The
Company's  manufacturing  operations  are located in Australia, Germany, and the
United States of America.  Major distribution and sales sites are located in the
United  States  of  America,  Germany,  France,  United  Kingdom,  Switzerland,
Australia  and  Sweden.

     The accompanying unaudited condensed consolidated financial statements have
been  prepared  in  accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10  of  Regulation S-X.  Accordingly, they do not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments (consisting
of  normal recurring accruals) considered necessary for a fair presentation have
been  included.  Operating results for the three months ended March 31, 2003 and
the  nine  months  ended  March  31,  2003 are not necessarily indicative of the
results  that  may  be  expected  for  the  year  ending  June  30,  2003.


(2)     Summary  of  Significant  Accounting  Policies

(a)     Basis  of  Consolidation

     The  consolidated  financial statements include the accounts of the Company
and  its  wholly  owned subsidiaries.  All significant intercompany transactions
and  balances  have  been  eliminated  in  consolidation.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management estimates
and  assumptions  that  affect  amounts reported in the financial statements and
accompanying  notes.  Actual  results  could differ from management's estimates.

(b)     Revenue  Recognition

     Revenue on product sales is generally recorded upon shipment, at which time
title  transfers  to  the  customer.  Revenue  on  product  sales  which require
customer  acceptance  is  not  recorded  until  acceptance is received.  Royalty
revenue  from  license  agreements  is  recorded  when  earned.  Service revenue
received  in advance from service contracts is initially deferred and recognized
ratably over the life of the service contract.  Revenue received in advance from
rental unit contracts is initially deferred and recognized ratably over the life
of  the rental contract.  Revenue from sale of marketing and distribution rights
is  initially  deferred  and  recognized ratably as revenue over the life of the
contract.  Freight  charges  billed  to  customers are included in revenue.  All
freight-related  expenses  are  charged  to  cost  of  sales.

                                      - 6 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED )

(2)     Summary  of  Significant  Accounting  Policies,  Continued

(b)     Revenue  Recognition  (continued)

We  do not offer a right of return or other recourse with respect to the sale of
our  products  or  similarly offer variable sale prices for subsequent events or
activities.  However,  as  part  of  our  sales processes we may provide upfront
discounts  for  large  orders,  one  time special pricing to support new product
introductions, sales rebates for centralized purchasing entities or price-breaks
for  regular  order  volumes.  The costs of all such programs are recorded as an
adjustment  to  revenue.  In  our  domestic  sales activities we use a number of
Manufacturer  Representatives  to  sell our products.  These representatives are
paid  a  direct  commission  on  sales  and  act as an integral component of our
domestic  sales force.  We do not sell our products to these representatives and
do  not  recognize  revenue  on  such shipments.  Our products are predominantly
therapy  based  equipment  and  require  no  installation.  As  such, we have no
significant  installation  obligations.

(c)     Cash  and  Cash  Equivalents

     Cash  equivalents  include  certificates  of deposit, commercial paper, and
other  highly  liquid  investments  stated  at  cost, which approximates market.
Investments  with  original  maturities  of 90 days or less are considered to be
cash  equivalents  for purposes of the condensed consolidated statements of cash
flows.

(d)     Inventories

     Inventories  are stated at the lower of cost, determined principally by the
first-in,  first-out  method,  or net realizable value.  The Company reviews and
provides  for  any  product  obsolescence  in its manufacturing and distribution
operations  with  assessments  of  individual  products and components (based on
estimated  future  usage  and  sales)  being  performed  throughout  the  year.

(e)     Property,  Plant  and  Equipment

     Property,  plant  and equipment, including rental equipment, is recorded at
cost.  Depreciation  expense is computed using the straight-line method over the
estimated  useful  lives  of  the  assets, generally two to ten years except for
buildings  which  are  depreciated  over  an  estimated useful life of 40 years.
Straight-line and accelerated methods of depreciation are used for tax purposes.
Maintenance  and  repairs  are  charged  to  expense  as  incurred.

                                      - 7 -



PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED )

(2)     Summary  of  Significant  Accounting  Policies,  Continued

(f)     Patents

     The  registration  costs for new patents are capitalized and amortized over
the  estimated useful life of the patent, generally five years.  In the event of
a  patent  being  superseded, the unamortized costs are written off immediately.

(g)     Goodwill

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards ("SFAS") 142, Goodwill and Other Intangible
Assets.  As  allowed  under the Standard, the Company adopted SFAS 142 effective
July  1, 2001.  SFAS 142 requires goodwill and intangible assets with indefinite
useful  lives to no longer be amortized, but instead be tested for impairment at
least  annually.

     With  the adoption of SFAS 142, the Company reassessed the useful lives and
residual  values  of  all  acquired  intangible  assets  to  make  any necessary
amortization  period  adjustments.  Based  on that assessment, only goodwill was
determined to have an indefinite useful life and no adjustments were made to the
amortization  period  or  residual  values  of  other  intangible  assets.

The  Company  conducted  its annual review for goodwill impairment in July 2002.
In  conducting  our  review  of  goodwill  impairment,  the  Company  identified
reporting  units,  being  components  of  our  operating segment, as each of the
entities  acquired  and  giving  rise  to the goodwill.  The fair value for each
reporting  unit was determined based on discounted cash flows and involved a two
step  process  as  follows:

Step  1  -     Compare  the  fair  value for each reporting unit to its carrying
value,  including  goodwill.  For  each reporting unit where the carrying value,
including  goodwill, exceeds the reporting unit's fair value, move on to step 2.
If  a reporting unit's fair value exceeds the carrying value, no further work is
performed  and  no  impairment  charge  is  necessary.

Step  2  -     Allocate the fair value of the reporting unit to its identifiable
tangible  and  non-goodwill intangible assets and liabilities.  This will derive
an implied fair value for the goodwill.  Then, compare the implied fair value of
the  reporting  unit's goodwill with the carrying amount of the reporting unit's
goodwill.  If  the  carrying  amount of the reporting unit's goodwill is greater
than  the  implied  fair  value  of  its  goodwill,  an  impairment loss must be
recognized  for  the  excess.

The  results  of  the  review  indicated  that  no  impaired  goodwill  exists.

                                      - 8 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED )

(2)     Summary  of  Significant  Accounting  Policies,  Continued

(h)     Foreign  Currency

     The  consolidated  financial  statements  of  the  Company's  non-U.S.
subsidiaries,  whose  functional  currencies  are  other  than U.S. dollars, are
translated  into  U.S.  dollars  for  financial  reporting purposes.  Assets and
liabilities  of non-U.S. subsidiaries whose functional currencies are other than
the  U.S.  dollar  are  translated at period end exchange rates, and revenue and
expense  transactions  are  translated at average exchange rates for the period.
Cumulative  translation  adjustments  are  recognized  as  part of comprehensive
income,  as  described  in  Note  5,  and  are  included  in  accumulated  other
comprehensive  loss  in  the  consolidated  balance sheet until such time as the
subsidiary  is sold or substantially or completely liquidated.  Gains and losses
on  transactions denominated in other than the functional currency of the entity
are  reflected  in  operations.

(i)     Research  and  Development

     All  research  and  development  costs are expensed in the period incurred.

(j)     Earnings  Per  Share

     The  weighted average shares used to calculate basic earnings per share was
33,065,000  and 32,217,000 for three-month periods ended March 31, 2003 and 2002
respectively,  and  32,980,000  and  31,992,000 for the nine month periods ended
March 31, 2003 and 2002 respectively.  The difference between basic earnings per
share  and  diluted  earnings  per  share  is  attributable  to  the  impact  of
outstanding  stock  options during the periods presented.  Stock options had the
effect  of  increasing  the  number  of  shares  used  in  the  calculation  (by
application  of  the  treasury  stock method) by 1,499,000 and 1,707,000 for the
three-month  periods ended March 31, 2003 and 2002 respectively and by 1,363,000
and  2,109,000  for  the  nine-month  periods  ended  March  31,  2003 and 2002,
respectively.

Stock options of 1,466,000 and 1,282,000 for the three-month periods ended March
31,  2003  and  2002  respectively  and 1,500,000 and 427,000 for the nine-month
periods  ended  March  31, 2003 and 2002, respectively, were not included in the
computation  of  diluted  earnings  per  share as the effect of exercising these
options  would  have  been  anti-dilutive.

                                      - 9 -



PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED )

(2)     Summary  of  Significant  Accounting  Policies,  Continued

(k)     Financial  Instruments

     The  carrying  value  of  financial  instruments,  such  as  cash  and cash
equivalents,  marketable  securities  - available-for-sale, accounts receivable,
government  grants,  foreign  currency  option contracts, short term debt, taxes
payable and accounts payable approximate their fair value.  The Company does not
hold  or  issue  financial  instruments  for  trading  purposes.

     The  fair  value of financial instruments is defined as the amount at which
the  instrument  could  be  exchanged  in  a current transaction between willing
parties.

(l)     Foreign  Exchange  Risk  Management

     The  Company  enters  into  various  types of foreign exchange contracts in
managing  its  foreign exchange risk, including derivative financial instruments
encompassing  forward  exchange  contracts  and  foreign  currency  options.

     The  purpose  of  the  Company's  foreign currency hedging activities is to
protect  the Company from adverse exchange rate fluctuations with respect to net
cash  movements  resulting  from  the sales of products to foreign customers and
Australian  manufacturing  activities.  The Company enters into foreign currency
option contracts to hedge anticipated sales and manufacturing costs, principally
denominated in Australian dollars and Euros.  The terms of such foreign currency
option  contracts  generally  do  not  exceed  three  years.

     The  Company's foreign currency derivatives portfolio represents a cashflow
hedge  program  against  the  net  cash  flow of its international manufacturing
operations.  The  Company has determined its hedge program to be a non-effective
hedge  as  defined  under  SFAS  133.  As such, the foreign currency derivatives
portfolio  is  recorded  in  the  consolidated  balance sheets at fair value and
included  in  other  assets  or  other  liabilities.

All movements in the fair value of the foreign currency derivatives are recorded
within  other  income,  net  on the Company's consolidated statements of income.

                                      - 10 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(2)     Summary  of  Significant  Accounting  Policies,  Continued

(m)     Income  Taxes

     The Company accounts for income taxes under the asset and liability method.
Deferred  tax  assets  and  liabilities  are  recognized  for  the  future  tax
consequences  attributable  to  differences  between  the  financial  statement
carrying  amounts  of  existing  assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to  apply  to  taxable  income  in  the years in which those temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets  and  liabilities of a change in tax rates is recognized in income in the
period  that  includes  the  enactment  date.

     (n)     Marketable  Securities

     Management  determines the appropriate classification of its investments in
debt  and  equity  securities  at  the  time  of  purchase and re-evaluates such
determination at each balance sheet date.  Debt securities for which the Company
does  not  have  the  intent  or  ability  to hold to maturity are classified as
available-for-sale.  Securities  available-for-sale  are  carried at fair value,
with  the unrealized gains and losses, net of tax, reported in accumulated other
comprehensive  income  (loss).

     At  March  31,  2003  and  June 30, 2002, the Company's investments in debt
securities  were  classified  on  the accompanying consolidated balance sheet as
marketable  securities-available-for-sale.  These  investments  are  diversified
among high credit quality securities in accordance with the Company's investment
policy.

As  at  March  31,  2003,  contractual  maturities  of  marketable
securities-available-for-sale  were  all  less  than  one  year.

     (o)     Warranty

Estimated  future  warranty  costs  related  to  certain products are charged to
operations  in  the  period  in  which  the  related  revenue  is  recognized.

     (p)     Impairment  of  Long-Lived  Assets

The Company periodically evaluates the carrying value of long-lived assets to be
held and used, including certain identifiable intangible assets, when events and
circumstances  indicate  that  the  carrying  amount  of  an  asset  may  not be
recovered.  Recoverability  of  assets  to  be  held  and  used is measured by a
comparison  of the carrying amount of an asset to future net cash flows expected
to be generated by the asset.  If such assets are considered to be impaired, the
impairment  to  be  recognized  is  measured by the amount by which the carrying
amount of the assets exceed the fair value of the assets.  Assets to be disposed
of  are reported at the lower of the carrying amount or fair value less costs to
sell.

                                      - 11 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(2)     Summary  of  Significant  Accounting  Policies,  Continued

     (q)     Capitalized  Software  Production  Costs

     Software  development  costs have been capitalized and will be amortized to
the  cost of product revenues over the estimated economic lives (generally three
to  five  years)  of  the  products  that  include  such  software.  Total  net
capitalized  software  production  costs were $1,557,000 and $1,132,000 at March
31,  2003  and  June  30,  2002  respectively.

     (r)     Stock-based  Employee  Compensation

     The  Company has granted stock options to personnel, including officers and
directors,  in  accordance  with  both  the 1995 Option Plan and the 1997 Equity
Participation  Plan  (collectively  the "Plans").  These options have expiration
dates  of  ten  years  from the date of grant and vest over three or four years.
The  Company  granted  these options with the exercise price equal to the market
value  as  determined  at  the  date  of  grant.



The  following  table  summarizes  outstanding stock option plan balances as at March 31, 2003
                                                            
---------------------  -----------------------  -------------------  -------------------------
Plan Category          Number of securities     Weighted-average     Number of securities
                       to be issued upon        exercise price of    remaining available for
                       exercise of outstanding  outstanding option   future issuance under
                       options                                       equity compensation plans
---------------------  -----------------------  -------------------  -------------------------
Equity compensation
plans approved by
security holders       5,155,826                $28.07               831,548

Equity compensation
plans not approved by
security holders       -                        -                    -
---------------------  -----------------------  -------------------  -------------------------
Total                  5,155,826                $28.07               831,548
---------------------  -----------------------  -------------------  -------------------------



The  Company  applies  APB Opinion No. 25 in accounting for its Plans and as all
stock  options are issued at market price on date of issue, no compensation cost
has  been recognized for its stock options.  The following table illustrates the
effect  on net income and earnings per share if the Company had applied the fair
value  recognition  provisions of FASB Statement 123, Accounting for Stock-Based
Compensation,  to  stock-based  employee  compensation.

                                      - 12 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(2)     Summary  of  Significant  Accounting  Policies,  Continued

        (r)     Stock-based  Employee  Compensation


                                                   Three Months Ended  Nine Months Ended
                                                         March 31,         March 31,
(In thousands)                                         2003     2002     2003     2002
                                                      -------  -------  -------  -------
                                                                     
Net income, as reported                               $12,250  $10,379  $32,205  $27,696
Deduct:  Total stock-based employee compensation
expense determined under fair value based method for
all awards, net of related tax effects.                 3,670  4,801   10,416   14,084
Pro forma net income                                    8,580  5,578   21,789   13,612
                                                      -------  -------  -------  -------
Earnings per share:
Basic - as reported                                   $  0.37  $ 0.32  $  0.98  $  0.87
Basic - pro forma                                     $  0.26  $ 0.17  $  0.66  $  0.43

Diluted -  as reported                                $  0.35  $ 0.31  $  0.94  $  0.81
Diluted - pro forma                                   $  0.25  $ 0.16  $  0.63  $  0.40



The  fair  value  of  each stock option grant was estimated on the date of grant
using  the  Black-Scholes  option-pricing  model with the following assumptions:
weighted  average  risk-free interest rates of 2.9% and 4.8% for the nine months
ended  March  31, 2003 and fiscal 2002 respectively; no dividend yield; expected
option  lives  of 3 years for the nine months ended March 31, 2003 and 5.5 years
for  fiscal  2002 and volatility of 63% for the nine months ended March 31, 2003
and  60%  for  fiscal  2002.

Fair  value  of  compensation  costs  by  period  of  grant  are noted below (in
thousands  except  per  share  data):



--------------------------------------------------------------------
                     Nine Months Ended   Average
Fiscal Year of Grant     March 31,       Exercise     Fair Value at
                      2003     2002      Price        Date of Grant
--------------------------------------------------------------------
                                          
2003                 $ 6,518  $     -    $26.39       $ 12.16
2002                   7,456   15,578     50.18         26.10
2001                   1,998    5,357     27.71         13.41
2000                      53      728     14.14          6.56
1999                       -        5     11.93          5.27
--------------------------------------------------------------------
Compensation Cost    $16,025  $21,668
====================================================================
Tax Effected         $10,416  $14,084
====================================================================



                                      - 13 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(3)     Accounting  Changes

In  April  2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standard ("SFAS") 149, Amendment of Statement
133 on Derivative Instruments and Hedging Activities, which amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative  instruments  embedded  in other contracts and for hedging activities
under  SFAS  133.  SFAS  149 is effective for contracts entered into or modified
after  June  30,  2003.  The  Company is currently evaluating the impact of this
statement.

In  December  2002,  the  FASB  issued  SFAS  148,  Accounting  for  Stock-Based
Compensation  - Transition and Disclosure, which amends SFAS 123, Accounting for
Stock-Based  Compensation.  SFAS  148 amends the disclosure requirements in SFAS
123  for  stock-based  compensation for annual periods ending after December 15,
2002 and for interim periods beginning after December 15, 2002.  SFAS 148 amends
SFAS  123  to  provide  alternative  methods  of  transition  for an entity that
voluntarily  changes  to  fair  value based method of accounting for stock-based
employee  compensation.  It also amends the disclosure provisions of SFAS 123 to
require  prominent  disclosure  about  the  effects on reported net income of an
entity's  accounting  policy  decisions  with  respect  to  stock-based employee
compensation.  Finally,  SFAS  148  amends  Accounting  Principles Board ("APB")
Opinion  No.  28, Interim Financial Reporting, to require disclosure about those
effects  in  interim financial information.  The Company has adopted the amended
disclosure  provisions  of  SFAS  148.

In  July  2002,  the  FASB  issued SFAS 146, Accounting for Restructuring Costs.
SFAS  146  applies  to  costs  associated  with  an  exit  activity  (including
restructuring)  or  with  a disposal of long-lived assets.  Those activities can
include  eliminating  or  reducing  product  lines,  terminating  employees  and
contracts,  and  relocating  plant  facilities  or personnel.  Under SFAS 146, a
company  will  record a liability for a cost associated with an exit or disposal
activity  when  that  liability  is  incurred and can be measured at fair value.

SFAS  146 requires a company to disclose information about its exit and disposal
activities,  the  related  costs, and changes in those costs in the notes to the
interim and annual financial statements that include the period in which an exit
activity  is  initiated  and  in  any  subsequent  period  until the activity is
completed.

SFAS  146  is  effective prospectively for exit or disposal activities initiated
after  December  31,  2002.  Under  SFAS  146,  a  company  may  not restate its
previously  issued financial statements and SFAS 146 grandfathers the accounting
for  liabilities  that  a  company had previously recorded under Emerging Issues
Task  Force Issue 94-3.  The Company believes that the adoption of SFAS 146 will
not  have a material impact on the results of operations, financial  position or
liquidity  of  the  Company.

                                      - 14 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(3)     Accounting  Changes,  Continued

The  FASB  issued  SFAS  145,  Rescission  of FASB Statements No. 4, 44, and 64,
Amendment  of FASB Statement No. 13, and Technical Corrections as of April 2002.
SFAS  145  rescinds SFAS 4 and SFAS 64, which required that all gains and losses
from  extinguishment  of  debt  be aggregated, and if material, classified as an
extraordinary  item.  As a result, gains and losses from debt extinguishment are
to  be  classified  as extraordinary only if they meet the criteria set forth in
APB  Opinion No. 30, Reporting the Results of Operations - Reporting the Effects
of  Disposal  of  a  Segment  of  a  Business,  and  Extraordinary,  Unusual and
Infrequently  Occurring  Events  and  Transactions.  SFAS 145 also requires that
sale-leaseback  accounting be used for capital lease modifications with economic
effects  similar  to  sale-leaseback  transactions.  The  Company has classified
gains  from  the  extinguishment  of  debt  as  other income in its Consolidated
Statements  of  Income.

In  August  2001,  the  FASB  issued SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets."  For long-lived assets to be held and used, SFAS
144  retains  the  requirements  of SFAS 121 to (a) recognize an impairment loss
only  if  the  carrying amount of a long-lived asset is not recoverable from its
undiscounted  cash  flows  and  (b) measure an impairment loss as the difference
between  the  carrying  amount and fair value.  Further, SFAS 144 eliminates the
requirement  to  allocate  goodwill  to  long-lived  assets  to  be  tested  for
impairment,  describes  a  probability-weighted cash flow estimation approach to
deal  with  situations  in  which  alternative  courses of action to recover the
carrying  amount  of  a  long-lived  asset are under consideration or a range is
estimated  for  the  amount  of  possible  future  cash flows, and establishes a
"primary-asset"  approach  to  determine  the  cash flow estimation period.  For
long-lived  assets  to be disposed of other than by sale (e.g. assets abandoned,
exchanged  or  distributed to owners in a spin-off), SFAS 144 requires that such
assets  be  considered  held  and  used  until  disposed.

Further,  an  impairment  loss should   be  recognized  at the  date an asset is
exchanged  for a similar productive asset or distributed to owners in a spin-off
if  the carrying amount exceeds its fair value.  The Company adopted SFAS 144 on
July  1,  2002.  Adoption  of the standard did not have a material impact on the
results  of  operations,  financial  position  or  liquidity  of  the  Company.

In  July  2001,  the  FASB  issued   SFAS 142,   Goodwill  and  Other Intangible
Assets.  As  allowed  under  the  Standard,  the  Company  has  adopted SFAS 142
effective  July  1, 2001.  SFAS 142 requires goodwill and intangible assets with
indefinite  useful  lives  to  no longer be amortized, but instead be tested for
impairment  at  least  annually.

With  the  adoption  of  SFAS  142,  the Company reassessed the useful lives and
residual  values  of  all  acquired  intangible  assets  to  make  any necessary
amortization  period  adjustments.  Based  on that assessment, only goodwill was
determined to have an indefinite useful life and no adjustments were made to the
amortization  period  or  residual  values  of  other  intangible  assets.  In
accordance with SFAS 142 the Company completed its annual assessment of goodwill
impairment  in  July 2002.  The results of the review indicated that no impaired
goodwill  currently  exists.

                                      - 15 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(3)     Accounting  Changes,  Continued

In  June  2001,  the  FASB  issued  SFAS  143,  "Accounting for Asset Retirement
Obligations,"  which  requires  that  the fair value of a liability for an asset
retirement  obligation  be recognized in the period in which it is incurred if a
reasonable  estimate of fair value can be made.  The associated asset retirement
costs  would  be  capitalized  as  part of the carrying amount of the long-lived
asset  and depreciated over the life of the asset.  The liability is accreted at
the  end of each period through charges to operating expense.  If the obligation
is settled for other than the carrying amount of the liability, the Company will
recognize  a  gain  or  loss  on  settlement.  The  provisions  of  SFAS 143 are
effective  for fiscal years beginning after June 15, 2002.  The initial adoption
of  SFAS  143  did  not  have  a  material  impact on the results of operations,
financial  position  or  liquidity  of  the  Company.

(4)     Inventories



Inventories were comprised of the following at March 31, 2003 and June 30,2002:
-----------------------------------------
(in US$ thousands) March 31,     June 30,
                     2003          2002
-----------------------------------------
                           
Raw materials      $11,642        $ 8,130
Work in progress     2,301          2,057
Finished goods      35,362         30,986
-----------------------------------------
                   $49,305        $41,173
=========================================



(5)     Comprehensive  Income



     The  table  below  presents  other  comprehensive  income  (loss):
----------------------------------------------------------------------------------------------------------------
                                                                                    
                                  Foreign     Unrealized           Accumulated Other    Retained   Accumulated
                                  Currency    Gains (Losses)       Comprehensive        Earnings   Comprehensive
(in US$000's)                     Items       on Securities        Income (Loss)                   Income (Loss)
----------------------------------------------------------------------------------------------------------------
Beginning balance, July 1, 2002     ($8,230)  $ 105                ($8,125)             $ 114,643  $ 106,518
Current period change                18,620    (108)                18,512                 32,205     50,717
----------------------------------------------------------------------------------------------------------------
Ending balance, March 31, 2002    $  10,390     ($3)               $10,387              $ 146,848  $ 157,235
================================================================================================================


The Company does not provide for US income taxes on foreign currency translation
adjustments  since  it does not provide for such taxes on undistributed earnings
of foreign subsidiaries.  Accumulated other comprehensive loss at March 31, 2003
and June 30, 2002 consisted of foreign currency translation adjustments with net
credit  balances  of  $10.4  million  and  net  debit  balances of $8.2 million,
respectively  and  unrealized  losses  on  securities  with net debit balance of
$3,000 and net credit balance of $105,000 (net of tax of $57,000), respectively.

                                      - 16 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(6)     Goodwill  and  Other  Intangible  Assets




Changes  in  the carrying amount of goodwill for the nine months ended March 31,
2003,  were  as  follows:

                                                    
(In US$thousands)
Balance at June 30, 2002                               $92,536
Goodwill on acquisition of John Stark and Associates       300
Foreign currency translation adjustments                 5,803
                                                       -------
Balance at March 31, 2003                              $98,639
                                                       =======


Other  intangible  assets  amounted  to  $3.1  million  (net  of  accumulated
amortization  of $2.9 million) and $2.7 million (net of accumulated amortization
of  $1.9  million)  at  March  31,  2003 and June 30, 2002, respectively.  These
intangible assets consist of patents and are amortized over the estimated useful
life of the patent, generally five years.  There are no expected residual values
related  to  these  intangible  assets.

(7)     Commitments  and  Contingencies

The  Company  is currently engaged in litigation relating to the enforcement and
defense  of  certain  of  its  patents.

1995  LITIGATION  WITH  RESPIRONICS.  In  January  1995  ResMed  Limited filed a
complaint  in  the  United  States  District  Court for the Southern District of
California  seeking  monetary  damages  from  and  injunctive  relief  against
Respironics, Inc. for alleged infringement of three of its patents.  In February
1995,  Respironics  filed a complaint in the U.S. District Court for the Western
District  of  Pennsylvania,  in  Pittsburgh,  against  ResMed  Limited seeking a
declaratory  judgment  that  Respironics, Inc. does not infringe claims of these
patents  and  that  ResMed Limited's patents are invalid and unenforceable.  The
Respironics  complaint  also  made  the  University  of  Sydney  a  party as the
University  of  Sydney  is  the  assignee  of one of the patents in suit; ResMed
Limited is the exclusive licensee of that patent.  The two actions were combined
and  are  proceeding  in  the  Western  District of Pennsylvania.  In June 1996,
ResMed  Limited  filed  an  additional  complaint  against  Respironics  for
infringement of a fourth ResMed patent, and that complaint was consolidated with
the  earlier  action.

The  Court  has  granted  three  partial  summary judgment motions, finding that
Respironics  does  not infringe three of the four patents at issue.  In December
1999,  in  response  to  the Court's ruling on Respironics, Inc.'s third summary
judgment  motion,  the  parties  jointly stipulated to a dismissal of charges of
infringement  under the fourth ResMed patent, with ResMed reserving the right to
reassert  the  charges in the event of a favorable ruling on appeal of the third
partial  summary  judgment.  ResMed  currently  intends  to  appeal  the partial
summary  judgment  rulings after a final judgment in the consolidated litigation
has  been  entered  in  the  District  Court  proceedings.

                                      - 17 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(7)     Commitments  and  Contingencies,  Continued

Respironics  has  filed a motion seeking a summary judgment that one of the four
patents is invalid.  ResMed has opposed the motion.  The court has not yet ruled
on  it.

2002  LITIGATION  WITH  FISHER  & PAYKEL HEALTHCARE.  On August 26, 2002, ResMed
Inc., ResMed Corp. and ResMed Limited filed a lawsuit in U.S. District Court for
the  Southern  District  of  California,  in  San  Diego against Fisher & Paykel
Healthcare  Inc  and  Fisher  &  Paykel  Healthcare  Limited  ("Fisher  & Paykel
Healthcare").  ResMed's  amended complaint seeks a judgment that selected Fisher
&  Paykel  Healthcare  mask  products  infringe  patents  held  by  ResMed.  The
complaint  further charges the defendants with the copying of ResMed proprietary
mask  technology  and  alleges violations of the Lanham Act, trademark and trade
dress  infringement  and  common  law  violations  relating to the appearance of
ResMed  mask  products.

On  May  6,  2003,  ResMed  and Fisher & Paykel Healthcare agreed to settle this
patent  infringement  lawsuit.  Under  the  settlement,  Fisher  &  Paykel  will
introduce  a new design of its mask by August 1, 2003 and ResMed will not assert
intellectual property claims against the new mask.  In addition, Fisher & Paykel
will  continue  to  sell its existing masks under a license from ResMed until it
introduces  the  new  version.  ResMed  will dismiss the lawsuit with prejudice.

2002 LITIGATION WITH RESPIRONICS.  On October 11, 2002, ResMed Inc, ResMed Corp,
and  ResMed  Limited  filed  a  lawsuit  in U.S. District Court for the Southern
District  of  California,  in  San Diego against Respironics, Inc. ResMed's suit
seeks  a  judgment  that  certain of Respironics' mask products (Contour Deluxe,
Comfort  Classic,  Comfort  Select,  and  Image3 masks) infringe patents held by
ResMed.  The  complaint  further  charges  Respironics  with  copying  ResMed's
proprietary  mask technology, and alleges violation of the Lanham Act, trademark
and  trade  dress  infringement,  and  common  law  violations  relating  to the
appearance  of  ResMed's mask products.  ResMed seeks an injunction and damages.
On  March  4, 2003, the Court denied Respironics' motion to transfer the case to
the  U.S.  District  Court  for  the  Western  District  of  Pennsylvania.

On October 16, 2002 Respironics, Inc. filed a lawsuit in U.S. District Court for
the  Western  District  of  Pennsylvania,  in Pittsburgh, against ResMed Limited
seeking  a  declaratory  judgment that Respironics, Inc. does not infringe those
patents that are the subject of ResMed's October 11, 2002 complaint filed in San
Diego,  that such patents are invalid and unenforceable and that Respironics has
not committed any other trademark, trade dress or common law violations.  ResMed
Limited  has  filed  a  motion  to  dismiss  the  case  against  it  for lack of
jurisdiction  or,  in the alternative, to transfer it to the U.S. District Court
for  the Southern District of California, in San Diego.  Respironics has not yet
opposed  the  motion,  and  the  court  has  not  ruled  on  it.

Other  pre-trial  proceedings continue in each of the cases described above.  No
trial  dates  have  been  set.  While  we  are  prosecuting  and  defending,  as
applicable,  the  above  actions,  there  can  be  no  assurance that we will be
successful.

                                      - 18 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(7)     Commitments  and  Contingencies,  Continued

OTHER  LITIGATION.  In  addition  to  the matters described above, in the normal
course  of  business, the Company is subject to routine litigation incidental to
the  business.  While  the  results  of this litigation cannot be predicted with
certainty,  the  Company  believes  that  their  final  outcome  will not have a
material  adverse  effect  on  its  consolidated financial statements taken as a
whole.

(8)     Business  Acquisitions

NINE  MONTHS  ENDED  MARCH  31,  2003

On July 24, 2002 the Company acquired the business of John Stark and Associates,
its  Texas  representative,  for  total  consideration of $300,000 in cash.  The
acquisition has been accounted for as a purchase and accordingly, the results of
operations  of  John  Stark  &  Associates  were  included  within the Company's
consolidated  financial  statements  from  July 24, 2002.  An amount of $300,000
representing  the  excess  of  the  purchase  price  over  the fair value of net
identifiable  assets  acquired  of  $nil,  has  been  recorded  as  goodwill.

FISCAL  YEAR  ENDED  JUNE  30,  2002

SERVO  MAGNETICS, INC.  (SMI).  On May 14, 2002, the Company acquired all of the
common  stock  of  Servo  Magnetics  Incorporated  through  a  merger  with  our
wholly-owned  subsidiary,  Servo  Magnetics  Acquisition  Inc.,  for  total
consideration,  including  acquisition  costs,  of $32.6 million.  Consideration
included  the  issue  of 853,448 shares for fair value of $24.8 million with the
balance  of the acquisition cost paid in cash.  Upon consummation of the merger,
the surviving corporation, Servo Magnetics Acquisition Inc., changed its name to
Servo  Magnetics,  Inc.

The  acquisition  has  been  accounted  for  as  a purchase and accordingly, the
results  of  operations  of SMI have been included in the Company's consolidated
financial  statements  from  May  14,  2002.  An  amount  of  $30.7  million,
representing  the  excess  of  the purchase price over the fair value of the net
identifiable  assets  acquired  of  $1.9 million, has been recorded as goodwill.

Purchased  in-process  research  and  development  of $350,000 was expensed upon
acquisition  of  SMI  because  technological  feasibility  of the products under
development  had  not  been established and no further alternative uses existed.
The  value  of  in-process  technology  was  calculated  by identifying research
projects  in areas for which technological feasibility had not been established,
estimating  the  costs  to  develop  the  purchased  in-process  technology into
commercially  viable products, estimating the resulting net cash flows from such
products,  discounting  the  net  cash  flows to present value, and applying the
reduced  percentage completion of the projects thereto.  The discount rates used
in  the  analysis  were  19%  and were based on the risk profile of the acquired
assets.
                                      - 19 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(8)     Business  Acquisitions,  Continued

Purchased  research and development projects related to electrical motor systems
used  in the company's flow generator devices and other medical and data storage
equipment.  Key  assumptions used in the analysis included gross margins of 34%.
As  of  the date of acquisition, new motor systems for use in medical and health
applications  are  expected  to be completed and commercially available by 2004.
These  projects  have  estimated  costs  to complete totaling approximately $0.5
million.

The  Company  believes  that  the  assumptions used to value acquired intangible
assets  noted  above  were reasonable at the time of acquisition and as at March
31,  2003.  No  assurance can be given, however, that the underlying assumptions
used  to estimate expected project revenues, development costs or profitability,
or events associated with such projects, will transpire as estimated.  For these
reasons,  among  others,  actual  results  may  vary from the projected results.

LABHARDT AG.  On November 15, 2001, the Company's wholly owned subsidiary ResMed
International  Inc.  acquired  all  the  Common  Stock of Labhardt AG, its Swiss
distributor  for  total  cash  consideration including acquisition costs of $5.5
million.

The  acquisition  has  been  accounted  for  as  a purchase and accordingly, the
results  of  operations  of  Labhardt  AG  have  been  included in the Company's
consolidated  financial  statements  from  November 15, 2001.  An amount of $4.2
million,  representing  the  excess of the purchase price over the fair value of
the  net  identifiable  assets  acquired  of  $1.3 million, has been recorded as
goodwill.

Pro-forma  financial information related to SMI and Labhardt AG are not included
as  the  effects  would  not  be  significant  to  the  consolidated  financial
statements.


(9)     Long-Term  Debt

     On  June  20,  2001  the  Company  issued  $150.0 million of 4% convertible
subordinated  notes  that  are due to mature on June 20, 2006.  On July 3, 2001,
the  Company  received  an  additional  $30.0  million in over allotments.  This
increased  the  total  amount of convertible subordinated notes issued to $180.0
million.

     The Company may redeem some or all of the notes at any time before June 20,
2004  at a redemption price of $1,000 per $1,000 principal amount of notes, plus
accrued  and  unpaid  interest,  if  any, to the redemption date, if the closing
price  of  the  Company's common stock has exceeded 150% of the conversion price
then  in  effect  for at least 20 trading days within a period of 30 consecutive
trading  days  ending  on  the  trading  day  before  the date of mailing of the
provisional  redemption  notice.  Upon  any  such  provisional  redemption,  the
Company  will  make  an  additional  payment in cash equal to $166.67 per $1,000
principal  amount of notes, less the amount of any interest actually paid on the
notes  before  the  provisional  redemption  date.

                                      - 20 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


(9)     Long-Term  Debt,  Continued

     The  Company  may  also  redeem  some or all of the notes at any time on or
after  June 22, 2004, but prior to June 20, 2005, at a redemption price equal to
101.6% of the principal amount of notes redeemed, and at any time after June 19,
2005,  at a redemption price of 100.8% of the principal amount of notes, plus in
any  case  accrued  and  unpaid interest, if any, to the redemption date, if the
closing  price of the Company's common stock has exceeded 130% of the conversion
price  then  in  effect  for  at  least  20  trading  days within a period of 30
consecutive trading days ending on the trading day before the date of mailing of
the  optional  redemption  notice.

     The  notes are general unsecured obligations and are subordinated to all of
the  Company's  existing  and future senior indebtedness and will be effectively
subordinated  to  all  of  the  indebtedness  and  liabilities  of the Company's
subsidiaries.  The  indenture  governing the notes does not limit the Company or
its  subsidiaries  from  incurring  senior  indebtedness  or other indebtedness.

     During  the  nine months ended March 31, 2003 the Company repurchased $10.0
million  face  value  of its convertible subordinated notes.  The total purchase
price of the notes was $9.4 million, including $0.2 million in accrued interest.
The  Company  recognized  a gain of $0.3 million, net of tax of $0.2 million, on
these  transactions.

     During fiscal 2002, the Company repurchased $56.8 million face value of its
convertible subordinated notes.  The total purchase price of the notes was $49.1
million,  including  $0.6 million in accrued interest.  The Company recognized a
gain  of  $4.0  million,  net  of  tax  of  $2.5 million, on these transactions.

     The  notes  are convertible, at the option of the holder, at any time on or
prior  to  maturity,  into  shares of common stock of ResMed Inc.  The notes are
convertible  at  a  conversion  price  of  $60.60 per share, which is equal to a
conversion  rate of 16.5017 shares per $1,000 principal amount of notes, subject
to  adjustment.

     Interest  is  to  be  paid  on the notes on June 20 and December 20 of each
year.


(10)     In-Process  Research  and  Development  Charge

MAP

On  acquisition  of MAP in February 2001, the Company recognized as an expense a
charge of $17.7 million with respect to five in-process research and development
programs  under  active  development  by  MAP  at date of acquisition.  The five
projects  were:
                                      - 21 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


(10)     In-Process  Research  and  Development  Charge,  Continued

(i)     A  single-walled  nasal  cushion  mask  system.
(ii)    A  new  Headgear  System
(iii)   Standalone  active  humidifier
(iv)    An  Autotitration  CPAP device for treatment of Obstructive Sleep Apnea
(v)     A  new  Obstructive  Sleep  Apnea  diagnostic  device.

The  status  of  each  project  is  as  noted  below:

(i)     Single-walled  nasal  cushion

The nasal cushion under development by MAP on acquisition was originally due for
release in October 2001.  Delays in the design and manufacturing process delayed
the  release  for  seven  months, until April 2002.  The delay in release of the
product  was  not  significant  over  its  expected  life cycle, and has made no
significant  impact  on  the  net  return  assumptions used in the initial IPR&D
model.  Since  release, the product (now referred to as the Papillon) has met or
exceeded  all  sales  forecasts.

(ii)     New  headgear

The  new  headgear product line was withheld to coincide with the release of the
Papillion mask system in April 2002 and so was also seven months behind schedule
in projected release dates.  Since release, the new headgear system has exceeded
original sales projections and continues to meet or exceed initial expectations.

(iii)     Standalone  Humidifier

Due  to  other  priorities  and to the introduction of integrated humidification
flow  generator  devices  by a number of competitors during fiscal 2002, we have
delayed  the  standalone  humidifier  project.

Given  the  relatively  small  revenue forecast of the product line in the IPR&D
model, the financial impact of this project is not material to ResMed or the net
return  of  the  MAP  acquisition.

                                      - 22 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  1
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


(10)     In-Process  Research  and  Development  Charge,  Continued

(iv)     AutoTitration  Device

The  main  product  development  effort of MAP since acquisition has been on the
completion  of  the  Autotitration  CPAP flow generator specified in the initial
in-process research and development charge. This project experienced some delays
due  to  the  complexity  of  the  software  algorithm  development  process and
associated electronics resulting in the product being released in November 2002.

(v)     Obstructive  Sleep  Apnea  Diagnostic  Device

MAP's  new  diagnostic  device  remains  on target for initial market release in
Calendar  2003  although  the  forecasted  release  date  of  March 2003 was not
achieved.  We  remain  confident  in  the  capacity of the device to enhance the
diagnostic  process,  and  remain  confident  in the potential of the product to
significantly  impact  the treatment and diagnosis of Obstructive Sleep Apnea in
the  German  market.

As  at  March  31, 2003, three of the five programs have been completed with the
release  of  the  Papillon  Mask  system,  upgraded  headgear  and  the Magellan
Automated  flow  generator CPAP device.  All three products are generating sales
revenue  consistent  with  our  original  expectations  and  assumptions used in
calculating  the  in-process  research  and  development  charge.  We  expect to
release  products  with  respect  to  both  remaining  in-process  research  and
development  programs  over  the  next  twelve-month  period, which is generally
consistent  with  our  original  expectations.

Given  the  successful completion of the above research programs and performance
of  the associated product lines, we remain confident in the assumptions used to
determine the in-process research and development charge and as a result the net
return  of  the  MAP  acquisition.

                                      - 23 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  2
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
                                   OPERATIONS

NET  REVENUE

Net revenue increased for the three months ended March 31, 2003 to $69.0 million
from  $52.8  million  for  the three months ended March 31, 2002, an increase of
$16.2  million  or  31%.  For  the  nine-month  period  ended March 31, 2003 net
revenue  increased  to  $192.9  million  from  $147.8 million for the nine-month
period  ended  March  31,  2002,  an  increase  of  $45.1  million  or  30%.

Both  the  three-month and nine-month increases in net revenue were attributable
to  an  increase in unit sales of the Company's flow generators and accessories.
Sales  for  the  quarter  also  benefited  from an appreciation of international
currencies  against  the  US  dollar  (increasing  sales  by  approximately $5.5
million)  and inclusion of sales of $1.6 million from Servo Magnetics Inc (SMI),
the  subsidiary we acquired in May  2002.  Sales for the nine months ended March
31, 2003 also benefited from an appreciation of international currencies against
the US dollar (increasing sales by approximately $10.8 million) and inclusion of
sales  of  $5.0  million  from  Servo Magnetics.  Net revenue in North and Latin
America  increased  to  $33.8 million from $26.7 million for the quarter, and to
$94.4 million from $72.5 million for the nine-month periods ended March 31, 2003
and  2002  respectively.  This  growth  reflects  increased public and physician
awareness  of  sleep-disordered breathing.  Net revenue in international markets
increased  to  $35.2  million  from  $26.1 million for the quarter, and to $98.4
million  from  $75.3 million for the nine-month periods ended March 31, 2003 and
2002  respectively.  International  sales growth for the quarter and nine months
ended  March  31,  2003  reflects organic growth in the overall sleep disordered
breathing  market  and appreciation of international currencies against the U.S.
dollar.  Growth  was  partially  constrained by lower growth in the Asia Pacific
region,  primarily  due to the Japanese market, where we have experienced delays
in  regulatory  approval for the Autoset Spirit.  Formal regulatory approval was
received  in  May  2003.

Sales  of flow generators for the three months ended March 31, 2003 increased by
24%  compared to the quarter ended March 31, 2002; including increases of 23% in
North  and  Latin  America and 24% elsewhere.  Sales of mask systems, motors and
other  accessories  increased  by  39%;  including increases of 30% in North and
Latin  America  and  51%  elsewhere,  for  the  nine months ended March 31, 2003
compared  to  the  nine  months  ended  March 31, 2002.  These increases reflect
growth  in  the  overall  sleep-disordered  breathing  market,  appreciation  of
international  currencies  against  the  U.S. dollar and our acquisition of SMI.

For  the nine months ended March 31, 2003, sales of flow generators increased by
24% compared to the nine months ended March 31, 2002; including increases of 24%
in North and Latin America and 23% elsewhere.  Sales of mask systems, motors and
other  accessories  increased  by  39%;  35%  in North and Latin America and 42%
elsewhere,  for the nine months ended March 31, 2003 compared to the nine months
ended  March  31,  2002.  The  increases  reflect  growth  in  the  overall
sleep-disordered  breathing  market,  appreciation  of  international currencies
against  the  U.S.  dollar  and  our  acquisition  of  SMI.

                                      - 24 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  2
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                    OPERATION

GROSS  PROFIT

Gross  profit  increased  for  the  three  months  ended March 31, 2003 to $43.2
million  from  $33.8  million  for  the  three  months  ended March 31, 2002, an
increase  of  $9.4  million or 28%.  Gross profit as a percentage of net revenue
decreased  marginally  for  the quarter ended March 31, 2003 to 63% from 64% for
the  quarter  ended  March  31,  2002  reflecting  the impact of slightly higher
manufacturing  costs  resulting from a stronger Australian dollar against the US
dollar  (as  the majority of manufacturing labor and overhead costs are incurred
in Australia) and, to a lesser extent, the inclusion of SMI's operations, which,
as  motor  sales,  achieve lower margins compared to the Company's overall gross
margin.

For  the  nine  months  ended  March  31,  2003 gross profit increased to $122.7
million  from  $96.4  million  in the same period of fiscal 2002, an increase of
$26.3 million or 27%.  Gross profit as a percentage of net revenue decreased for
the  nine  months ended March 31, 2003 to 64% from 65% for the nine months ended
March  31,  2002.  The  decline  reflects  the  impact  of  slightly  higher
manufacturing  costs  resulting from a stronger Australian dollar against the US
dollar  (as  the majority of manufacturing labor and overhead costs are incurred
in  Australia)  and, to a lesser extent, the inclusion of SMI operations, which,
as  motor  sales,  achieve lower margins compared to the Company's overall gross
margin.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

Selling,  general  and  administrative  expenses  increased for the three months
ended  March  31,  2003 to $21.0 million from $16.4 million for the three months
ended  March  31,  2002, an increase of $4.6 million or 28%.  As a percentage of
net  revenue,  selling, general and administrative expenses for the three months
ended March 31, 2003 decreased to 30% compared to 31% for the three months ended
March  31,  2002.  The  increase in selling, general and administrative expenses
was  primarily  due  to  an  increase  in the number of sales and administrative
personnel  and  other  expenses  related  to the increase in Company sales.  The
increase  in  selling, general and administrative expenses was also attributable
to  appreciation  of  international  currencies  against  the  US dollar (adding
approximately  $1.8  million),  the  inclusion  of  $0.7  million  from  SMI's
operations,  and  $0.5  million  in litigation costs associated with outstanding
patent  infringement  lawsuits  against  competitors.

Selling, general and administrative expenses for the nine months ended March 31,
2003  increased  to  $59.7  million from $45.5 million for the nine months ended
March  31,  2002,  an  increase of $14.2 million or 31%.  As a percentage of net
revenue,  selling,  general  and  administration  expenses were 31% for the nine
months  ended  March  31,  2003  consistent with the nine months ended March 31,
2002.  The  increase  in  selling,  general  and  administrative  expenses  was
primarily due to an increase in the number of sales and administrative personnel
and  other  expenses  related to the increase in Company sales.  The increase in
selling,  general  and  administrative  expenses  was  also  attributable  to
appreciation  of  international  currencies  against  the  US  dollar  (adding
approximately  $3.5  million),  the  inclusion  of  $2.0  million  from  SMI's
operations,  and  $1.2  million  in litigation costs associated with outstanding
patent  infringement  lawsuits  against  competitors.

                                      - 25 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  2
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                    OPERATION

RESEARCH  AND  DEVELOPMENT  EXPENSES

Research and development expenses increased for the three-months ended March 31,
2003  to  $5.1  million  from  $3.8 million for the three months ended March 31,
2002,  an  increase  of  $1.3  million  or 34%.  As a percentage of net revenue,
research and development expenses were 7.3% for the three months ended March 31,
2003  compared  to 7.2% for the three months ended March 31, 2002.  The increase
in  research  and  development expenses was due to increased salaries associated
with  an  increase  in  personnel  and  increased  charges  for consulting fees,
clinical  trials and technical assessments incurred to facilitate development of
new  products.  The  increase  also  reflects  an appreciation of the Australian
dollar  against the US dollar, as the majority of research and development costs
are  incurred  in  Australian dollars.  In constant currency terms, research and
development expenses for the three months ended March 31, 2003 increased by $0.7
million  or  17%,  compared  to  the  three  months  ended  March  31,  2002.

For the nine-month period ended March 31, 2003 research and development expenses
increased  to  $14.3  million  from  $10.8 million for the same period in fiscal
2002,  an  increase  of  $3.5  million  or 33%.  As a percentage of net revenue,
research  and development expenses were 7.4% for the nine months ended March 31,
2003 compared to 7.3% for the nine months ended March 31, 2002.  The increase in
research  and development expenses was due to increased salaries associated with
an  increase  in  personnel  and increased charges for consulting fees, clinical
trials  and  technical  assessments  incurred  to  facilitate development of new
products.  To a lesser extent, the increase also reflects an appreciation of the
Australian  dollar  against  the  US  dollar,  as  the  majority of research and
development  costs  are  incurred  in  Australian dollars.  In constant currency
terms,  research  and  development  expenses for the nine months ended March 31,
2003  increased  by $2.3 million or 22%, compared to the nine months ended March
31,  2002.

OTHER  INCOME  (EXPENSE),  NET

Other  income, net for the three months ended March 31, 2003 of $0.9 million was
lower than the three months ended March 31, 2002 of $2.5 million.  The reduction
in  other  income,  net  is attributable to no gains on debt extinguishment this
quarter,  partially  offset  by  increased net foreign currency gains.  Interest
expense  was  also  lower  due  to  the  reduction  in convertible note debt and
increased cash holdings.  For the three months ended March 31, 2003, we recorded
foreign  exchange  gains  of  $1.4  million  arising  from  gains on our foreign
currency  hedging  instruments.

Other  income (expenses), net decreased for the nine months ended March 31, 2003
to  net  expense  of  $1.5  million from net income of $1.0 million for the nine
months  ended  March 31, 2002.  The decrease in other income was attributable to
lower  gains  on  extinguishment of debt and lower net foreign currency exchange
gains,  partially  offset  by  lower  interest  expense  due to the reduction in
convertible  note  debt.
                                      - 26 -



PART  I  -  FINANCIAL  INFORMATION                                       Item  2
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                    OPERATION

INCOME  TAXES

The  Company's  effective income tax rate increased to approximately 32% for the
three  months ended March 31, 2003 from approximately 31.3% for the three months
ended  March  31,  2002.  For  the  nine-  month period ended March 31, 2003, it
increased  to  31.8%  from 31.1% for the nine-month period ended March 31, 2002.
The  marginally  higher  tax  rate  was primarily due to the geographical mix of
taxable  income.  The Company continues to benefit from the Australian corporate
tax  rate of 30%, because the Company generates a majority of its taxable income
in  Australia.


IN-PROCESS  RESEARCH  AND  DEVELOPMENT  CHARGE

On  acquisition  of MAP in February 2001, the Company recognized as an expense a
charge of $17.7 million with respect to five in-process research and development
programs  under  active  development  by  MAP  at date of acquisition.  The five
projects  were:

(i)     A  single-walled  nasal  cushion  mask  system
(ii)    New  Headgear  gear  system
(iii)   Standalone  active  humidifier
(iv)    An  Autotitration  CPAP device for treatment of Obstructive Sleep Apnea
(v)     A  new  Obstructive  Sleep  Apnea  diagnostic  device

The  status  of  each  project  is  as  noted  below:

(i)     Single-walled  nasal  cushion

The nasal cushion under development by MAP on acquisition was originally due for
release in October 2001.  Delays in the design and manufacturing process delayed
the  release  for  seven  months, until April 2002.  The delay in release of the
product  was  not  significant  over  its  expected  life cycle, and has made no
significant  impact  on  the  net  return  assumptions used in the initial IPR&D
model.  Since  release, the product (now referred to as the Papillon) has met or
exceeded  all  sales  forecasts.

                                      - 27 -



PART  I  -  FINANCIAL  INFORMATION                                       Item  2
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                    OPERATION

IN-PROCESS  RESEARCH  AND  DEVELOPMENT  CHARGE,  CONTINUED

(ii)     New  headgear

The  new  headgear product line was withheld to coincide with the release of the
Papillion mask system in April 2002 and so was also seven months behind schedule
in projected release dates.  Since release, the new headgear system has exceeded
original sales projections and continues to meet or exceed initial expectations.

(iii)     Standalone  Humidifier

Due  other  priorities and to the introduction of integrated humidification flow
generator devices by a number of competitors during fiscal 2002, we have delayed
the  standalone  humidifier  project.

Given  the  relatively  small  revenue forecast of the product line in the IPR&D
model, the financial impact of this project is not material to ResMed or the net
return  of  the  MAP  acquisition.

(iv)     AutoTitration  Device

The  main  product  development  effort of MAP since acquisition has been on the
completion  of  the  Autotitration  CPAP flow generator specified in the initial
in-process research and development charge. This project experienced some delays
due  to  the  complexity  of  the  software  algorithm  development  process and
associated  electronics.  MAP  released  the  product  in  November  2002.

(v)     Obstructive  Sleep  Apnea  Diagnostic  Device

MAP's  new  diagnostic  device  remains  on target for initial market release in
Calendar  2003,  although  the  forecasted  release  date  of March 2003 was not
achieved.  We  remain  confident  in the capacity of the diagnostic algorithm to
significantly  enhance  the  diagnostic  process,  and  remain  confident in the
potential  of the product to significantly impact the treatment and diagnosis of
obstructive  sleep  apnea  in  the  German  market.

As  at  March  31, 2003, three of the five programs have been completed with the
release  of  the  Papillon  Mask  system,  upgraded  headgear  and  the Magellan
Automated  flow  generator  device.  All  three  products  are  generating sales
revenue  consistent  with  our  original  expectations  and  assumptions used in
calculating  the  in-process  research  and  development  charge.  We  expect to
release  products  with  respect  to  both  remaining  in-process  research  and
development  programs  over  the  next  twelve-month  period, which is generally
consistent  with  our  original  expectations.

Given  the  successful completion of the above research programs and performance
of  the associated product lines, we remain confident in the assumptions used to
determine the in-process research and development charge and as a result the net
return  of  the  MAP  acquisition.

                                      - 28 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  2
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                    OPERATION

LIQUIDITY  AND  CAPITAL  RESOURCES

As  of  March  31,  2003  and  June  30,  2002,  the  Company  had cash and cash
equivalents and marketable securities available-for-sale of approximately $103.3
million  and  $92.8  million,  respectively.  The  Company's  working  capital
approximated  $167.2  million and $142.8 million, at March 31, 2003 and June 30,
2002,  respectively.

Inventory as at March 31, 2003 increased by $8.1 million or 20% to $49.3 million
compared  to  June  30,  2002  inventories  of  $41.2 million.  This increase in
inventory was broadly in line with a 23% incremental increase in revenues in the
three  months  ended  March 31, 2003 compared to the three months ended June 30,
2002.  Accounts  receivable as at March 31, 2003 were $52.6 million, an increase
of  $6.4  million  or 14% over the June 30, 2002 accounts receivables balance of
$46.2 million.  This was lower than the 23% incremental increase in revenues for
the  three  months  ended March 31, 2003 compared to the three months ended June
30, 2002, reflecting improved collections.  Accounts receivable days outstanding
improved  to 68 days for the March 31, 2003 quarter, compared to 72 days for the
June  30,  2002  quarter.

During the nine months ended March 31, 2003, the Company generated cash of $37.1
million  from  operations,  primarily  as  a  result  of  increased  profit from
operations,  and  increased  accounts  payable  and  accrued  expenses offset by
increases in inventory and accounts receivable balances.  During the nine months
ended  March  31,  2002  our operations generated approximately $27.2 million of
cash.

The  Company's  capital  expenditures for the nine-month periods ended March 31,
2003  and  2002  aggregated  $16.5  million and $15.8 million respectively.  The
majority  of  the  expenditures  in  the  nine-month period ended March 31, 2003
related  to  the  construction  of  the  Company's new manufacturing facility in
Sydney,  Australia,  acquisition  of  computer hardware and software including a
disaster recovery system and purchase of production tooling and equipment.  As a
result of these capital expenditures, the Company's March 31, 2003 balance sheet
reflects  net  property  plant  and  equipment of approximately $92.2 million at
March  31,  2003  compared  to  $79.3  million  at  June  30,  2002.

During  the  nine months ended March 31, 2003 and the fiscal year ended June 30,
2002,  we  repurchased  $10.0  million  and  $56.8  million  face  value  of our
convertible  subordinated  notes  respectively.  The total purchase price of the
notes  repurchased during the nine months ended March 31, 2003 was $9.4 million,
including  $0.2  million in accrued interest.  We recognized a gain, net of tax,
of  $0.3 million on these transactions.  As of March 31, 2003 and June 30, 2002,
we  had  convertible subordinated notes outstanding of $113.3 million and $123.3
million  respectively.

We  may  from  time  to  time  seek to retire our convertible subordinated notes
through  cash  purchases  and/or exchanges for equity securities, in open market
purchases,  privately negotiated transactions, or otherwise.  Any repurchases or
exchanges,  if  any,  will depend on prevailing market conditions, our liquidity
requirements,  and  any  current or future contractual obligations, if any, that
may  directly  or  indirectly  apply  to  such  transactions.

On  October 2, 2001, we paid $1.4 million as final consideration associated with
the  purchase  of  MAP  on  February  16, 2001.  The amount has been recorded as
goodwill.

                                      - 29 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  2
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                    OPERATION

LIQUIDITY  AND  CAPITAL  RESOURCES,  CONTINUED

On  November  15,  2001, we acquired all of the common stock of Labhardt AG, our
Swiss distributor, for total cash consideration, including acquisition costs, of
$5.5  million.  The  acquisition  has  been  accounted  for  as  a purchase and,
accordingly,  the results of operations of Labhardt AG have been included in our
consolidated  financial  statements  from  November 15, 2001.  The excess of the
purchase  price  over  the fair value of the net identifiable assets acquired of
$1.3  million  has  been  recorded  as  goodwill.

On April 26, 2002, we settled our purchase of a 30-acre site at Norwest Business
Park,  located  northwest  of Sydney, Australia.  The acquisition cost was $23.6
million,  with  the  final payment of $6.3 million due in April 2003.  We expect
the  first  building, a manufacturing and warehouse facility, to be completed on
this  site in February 2004.  We expect to complete new research and development
and  office  facilities  in  calendar 2005.  We estimate that the total building
costs  to  be incurred on the first building will be approximately $32.0 million
and  we  expect to fund this expenditure through existing cash reserves and cash
generated  from  operations.

On  May 8, 2002, we completed a sale and leaseback transaction of our Australian
facility  located at North Ryde in Sydney, Australia.  The property was sold for
$18.5  million  with  a three-year leaseback and a further one-year option.  The
profit before tax on sale of the property of $5.5 million will be amortized over
the lease period.  We will utilize the cash available from the sale to construct
our  new  facilities  at Norwest Business Park, which is also located in Sydney,
Australia.

On  May  14,  2002  we  acquired all of the common stock of Servo Magnetics Inc.
("SMI")  for total consideration, including acquisition costs, of $32.6 million.
Consideration  included  the  issue  of  853,448  shares for fair value of $24.8
million,  with  the balance of the acquisition cost paid in cash.  Subsequent to
the  acquisition, we repaid all SMI's existing bank loans totaling $3.0 million.

The  acquisition  has  been  accounted  for  as  a purchase and accordingly, the
results  of  operations  of  SMI  have  been  included  in  the our consolidated
financial  statements  from  May  14,  2002.  An  amount  of  $30.7  million,
representing  the  excess  of  the purchase price over the fair value of the net
identifiable  assets  acquired  of  $1.9 million, has been recorded as goodwill.

On  June  6,  2002,  the  Board of Directors authorized us to repurchase up to 4
million  shares  of  our  outstanding  common  stock.  For  fiscal year 2002, we
repurchased  290,047 shares at a cost of $7.9 million and during the nine months
ended  March  31,  2003 we repurchased 125,318 shares at a cost of $3.5 million.
We  may  continue  to repurchase shares of our common stock for cash in the open
market,  or in negotiated or block transactions, from time to time as market and
business  conditions  warrant.

                                      - 30 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  2
--------------------------------------------------------------------------------
                           RESMED INC AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                    OPERATION

LIQUIDITY  AND  CAPITAL  RESOURCES,  CONTINUED

Details  of  contractual  obligations  at  March  31,  2003  were  as  follows:


------------------------------------------------------------------------------------------------
In $ 000's                                            Payments Due by Period
------------------------------------------------------------------------------------------------
                                       Less than 1 year   1-3 years   4-5 years   After 5 years
                                                                      
------------------------------------------------------------------------------------------------
Long-Term Debt                         $   -              $  113,250  $  -        $    -
Operating Leases                          6,215                9,413    3,973         720
Unconditional Purchase Obligations(1)    31,742                3,771     -             -
------------------------------------------------------------------------------------------------
Total Contractual Cash Obligations       37,957              126,434    3,973         720
------------------------------------------------------------------------------------------------


(1)     The  figure includes unconditional purchase obligations of $29.2 million
relating  to  the  construction  of  our manufacturing and warehouse facility at
Norwest  in  Sydney,  Australia.

Details  of  other  commercial  commitments  at  March 31, 2003 were as follows:



                                                    Amount of Commitment Expiration Per Period
-----------------------------------------------------------------------------------------------------
In  $000's          Total Amounts Committed  Less than 1 year   1-3 years   4-5 years   Over 5 years
                                                                         
-----------------------------------------------------------------------------------------------------
Lines of Credit                  $  112      $  112             $   -       $   -       $      -
Standby Letters of Credit             -           -                 -           -              -
Guarantees(1)                     8,371       6,351               707           -          1,313
Standby Repurchase Obligations                    -                 -           -              -
Other Commercial Commitments          -           -                 -           -              -
-----------------------------------------------------------------------------------------------------
Total Commercial Commitments      8,483       6,463               707           -          1,313
-----------------------------------------------------------------------------------------------------


(1)     The above guarantees relate to guarantees provided by banks.  Guarantees
of  $6.3 million relate to deferred payments due on our land purchase at Norwest
and have been recorded as a liability in our financial accounts.  The guarantees
are  secured by cash deposits held with the bank.  The balance of the guarantees
relate  to  guarantees  required  by statutory authorities as a pre-requisite to
developing  our  site  at Norwest and requirements under contractual obligations
with  insurance  companies  transacting  with  our  German  subsidiaries.

The  results of our international operations are affected by changes in exchange
rates  between  currencies.  Changes in exchange rates may negatively affect our
consolidated net revenue and gross profit margins from international operations.
We  are exposed to the risk that the dollar value equivalent of anticipated cash
flows  may  be adversely affected by changes in foreign currency exchange rates.
We  manage  this  risk  through  foreign  currency  option  contracts.

We  expect to satisfy all of our short-term and long-term liquidity requirements
through  a  combination  of  cash  on  hand  and cash generated from operations.

                                      - 31 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  2
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                    OPERATION

CRITICAL  ACCOUNTING  PRINCIPLES  AND  ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make estimates
and  judgments  that  affect  our  reported  amounts  of assets and liabilities,
revenues  and  expenses  and  related  disclosures  of  contingent  assets  and
liabilities.  On  an  ongoing  basis  we evaluate our estimates, including those
related  to  allowance  for  doubtful  accounts,  inventory  reserves,  warranty
obligations,  goodwill,  impaired  assets,  intangible  assets, income taxes and
contingencies.

We  state these accounting policies in the notes to the financial statements and
at  relevant  sections in this discussion and analysis.  The estimates are based
on  the  information  that  is  currently  available  to us and on various other
assumptions  that  we  believe to be reasonable under the circumstances.  Actual
results  could  vary  from  those  estimates  under  different  assumptions  or
conditions.

We  believe  that  the  following  critical  accounting policies affect the more
significant  judgments  and  estimates  used in the preparation of our financial
statements:

(1)  Allowance  for  Doubtful  Accounts.  We  maintain an allowance for doubtful
accounts  for  estimated losses resulting from the inability of our customers to
make  required  payments,  which  results in bad debt expense.  We determine the
adequacy  of  this  allowance  by  continually  evaluating  individual  customer
receivables,  considering  customer's  financial  condition,  credit history and
current  economic  conditions.  If the financial condition of our customers were
to  deteriorate,  resulting  in an impairment of their ability to make payments,
additional  allowances  may  be  required.

(2)  Inventory  Adjustments.   Inventories are stated at lower of cost or market
and  are determined by the first-in, first-out method.  We review the components
of  inventory  on  a  regular  basis for excess, obsolete and impaired inventory
based  on  estimated  future  usage  and  sales.  The likelihood of any material
inventory  write-downs  is  dependent  on changes in competitive conditions, new
product  introductions  by  us  or our competitors, or rapid changes in customer
demand.

(3)  Valuation  of  Goodwill,  Intangible  and Other Long-Lived Assets.   We use
assumptions  in  establishing the carrying value, fair value and estimated lives
of  our long-lived assets and goodwill.  The criteria used for these evaluations
include  management's  estimate  of  the  asset's continuing ability to generate
positive  income  from  operations  and  positive  cash  flow  in future periods
compared  to  the  carrying  value  of  the  asset,  as  well  as  the strategic
significance  of  any  identifiable intangible asset in our business objectives.
If assets are considered to be impaired, the impairment recognized is the amount
by  which the carrying value of the assets exceeds the fair value of the assets.
Useful  lives  and related amortization or depreciation expense are based on our
estimate  of  the  period that the assets will generate revenues or otherwise be
used  by  us.

                                      - 32 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  2
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                    OPERATION

CRITICAL  ACCOUNTING  PRINCIPLES  AND  ESTIMATES,  CONTINUED

Factors that would influence the likelihood of a material change in our reported
results  include significant changes in the asset's ability to generate positive
cash  flow, loss of legal ownership or title to the asset, a significant decline
in  the  economic  and  competitive  environment  on  which  the  asset depends,
significant  changes  in  our  strategic business objectives, utilization of the
asset,  and  a significant change in the economic and/or political conditions in
certain  countries.

(4)  Valuation of Deferred Income Taxes.   Valuation allowances are established,
when  necessary,  to  reduce  deferred  tax  assets to the amount expected to be
realized.  The  likelihood  of  a material change in our expected realization of
these  assets  is  dependent on future taxable income, our ability to deduct tax
loss  carryforwards  against future taxable income, the effectiveness of our tax
planning  and strategies among the various tax jurisdictions that we operate in,
and  any  significant  changes  in  the  tax  treatment received on our business
combinations.

(5)  Provision  for  Warranty.   We  provide  for  the estimated cost of product
warranties  at  the  time the related revenue is recognized.  The amount of this
provision  is  determined  by  using  a  financial  model  which  takes  into
consideration actual historical expenses and potential risks associated with our
different  products.  This  financial model is then used to calculate the future
probable  expenses  related  to  warranty and the required level of the warranty
provision.  Although  we  engage  in product improvement programs and processes,
our  warranty obligation is affected by product failure rates and costs incurred
to  correct  those  product  failures.  Should  actual  product failure rates or
estimated  costs  to  repair  those  product failures differ from our estimates,
revisions  to  our  estimated  warranty  provision  would  be  required.

(6)  Revenue  Recognition.  Revenue  on product sales is recorded at the time of
shipment,  at  which  time  title transfers to the customer.  Revenue on product
sales  which  require  customer  acceptance  is not recorded until acceptance is
received.  Royalty  revenue  from  license  agreements  is recorded when earned.
Service revenue received in advance from service contracts is initially deferred
and  recognized ratably over the life of the service contract.  Revenue received
in  advance  from  rental  unit  contracts  is initially deferred and recognized
ratably  over  the  life of the rental contract.  Revenue from sale of marketing
and  distribution rights is initially deferred and recognized ratably as revenue
over the life of the contract.  Freight charges billed to customers are included
in  revenue.  All  freight-related  expenses  are  charged  to  cost  of  sales.

We  do not offer a right of return or other recourse with respect to the sale of
our  products  or  similarly offer variable sale prices for subsequent events or
activities.  However,  as  part  of  our  sales processes we may provide upfront
discounts  for  large  orders,  one  time special pricing to support new product
introductions, sales rebates for centralized purchasing entities or price-breaks
for  regular  order  volumes.  The  costs  of  all such programs are recorded as
an adjustment to revenue.  In our domestic sales activities  we use a  number of
Manufacturer  Representatives  to  sell  our   products.  These  representatives
are paid a direct commission on sales  and  act as an integral component  of our
domestic sales force.  We do not sell our products to these representatives, and
do not recognize revenue on such shipments.  Our  products   are   predominantly
therapy  based  equipment  and  require  no installation.  As  such,  we have no
significant  installation  obligations.

                                      - 33 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  3
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN  CURRENCY  MARKET  RISK

Our  functional  currency  is  the U.S. dollar, although we transact business in
various  foreign  currencies including a number of major European currencies, as
well  as  the  Australian  dollar. We have significant foreign currency exposure
through  both  our  Australian  manufacturing activities and international sales
operations.

We  have established a foreign currency hedging program using purchased currency
options  to hedge foreign-currency-denominated financial assets, liabilities and
manufacturing  expenditure.  The goal of this hedging program is to economically
guarantee  or  lock  in  the  exchange  rates  on our foreign currency exposures
denominated  in  Euros and the Australian dollar.  Under this program, increases
or  decreases in our foreign-currency-denominated financial assets, liabilities,
and  firm  commitments  are  partially offset by gains and losses on the hedging
instruments.

The  table  below  provides  information  in  US  dollar  equivalents  on  our
foreign-currency  denominated  financial  assets  by  legal  entity  functional
currency  as  of  March  31,  2003  (in  thousands):


                                                  Foreign Currency Financial Assets
---------------------------------------------------------------------------------------------------------------------
                                    Australian   US        Euro     Great Britain  Singapore  NZ      Swedish   Swiss
                                    dollar       dollar             Pound          dollar     dollar  Kroner    Franc
                                                                            
---------------------------------------------------------------------------------------------------------------------
AUD Functional Currency Entities:
Assets                              $     -      30,832   10,015     1,670         1,502      833     739         409
Liability                           $     -      (7,060)    (117)   (3,933)          (96)      (4)    (19)          -
---------------------------------------------------------------------------------------------------------------------
Net Total                           $     -      23,772    9,898    (2,263)        1,406      829     720         409
---------------------------------------------------------------------------------------------------------------------

USD Functional Currency Entities:
Assets                              $19,243           -        -         -             -        -       -           -
Liability                           $     -           -        -         -             -        -       -           -
---------------------------------------------------------------------------------------------------------------------
Net Total                           $19,243           -        -         -             -        -       -           -
---------------------------------------------------------------------------------------------------------------------

Euro Functional Currency Entities:
Assets                                8,619          69        -         -             -        -       -       1,608
Liability                                 -        (220)       -         -             -        -       -           -
---------------------------------------------------------------------------------------------------------------------
Net Total                           $ 8,619        (151)       -         -             -        -       -       1,608
---------------------------------------------------------------------------------------------------------------------


The  table  below  provides  information  about  our foreign currency derivative
financial  instruments and presents such information in U.S. dollar equivalents.
The  table  summarizes  information  on  instruments  and  transactions that are
sensitive  to  foreign  currency exchange rates, including foreign currency call
options  held  at  March  31, 2003.  The table presents the notional amounts and
weighted  average  exchange  rates by contractual maturity dates for our foreign
currency derivative financial instruments.  These notional amounts generally are
used  to  calculate  payments  to  be  exchanged  under  the  options contracts.

                                      - 34 -



PART  I  -  FINANCIAL  INFORMATION                                       Item  3
--------------------------------------------------------------------------------
                           RESMED INC AND SUBSIDIARIES
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN  CURRENCY  MARKET  RISK,  CONTINUED




                                                                                                                Total Fair
                                                                                                               Value Assets/
                                                                                                               (Liabilities)
(In thousands except exchange rates) FY 2003           FY 2004            FY2005              TOTAL           March 31,  June 30,
                                                                                                              2003       2002
                                                                                               
---------------------------------------------------------------------------------------------------------------------------------
Foreign Exchange Call Options
(Receive AUS$/Pay U.S.$)
Option amount                       $12,000            $66,000            $24,000             $102,000        $1,356     $2,341
Average contractual exchange rate   AUS$1=USD0.64      AUS$1=USD0.607     AUS$1 = USD0.647    AUS$1= USD0.620

(Receive AUS$/Pay Euro)
Option amount                       $6,105             $18,302            $-                  $24,407           $134       $423
Average contractual exchange rate   AUS$1=Euro0.595    AUS$1=Euro0.595    AUS$1= Euro0.595
---------------------------------------------------------------------------------------------------------------------------------
Total                                                                                                          1,490      2,764
---------------------------------------------------------------------------------------------------------------------------------


INTEREST  RATE  RISK

We  are  exposed to risk associated with changes in interest rates affecting the
return  on  investments.

At  March  31, 2003, we maintained a portion of our cash and cash equivalents in
financial  instruments  with  original  maturities  of three months or less.  We
maintain  a  short-term investment portfolio containing financial instruments in
which  the  majority  of funds invested have original maturities of greater than
three  months  but  less  than  twelve  months.  The  financial  instruments,
principally  comprised  of  corporate  obligations, are subject to interest rate
risk  and  will  decline  in  value  if  interest  rates  increase.

A  hypothetical 100 basis point change in interest rates during the three months
ended  March  31, 2003, would have resulted in approximately $0.2 million change
in  pre-tax  income.  In  addition, the value of our marketable securities would
change  by  approximately  $0.1 million following a hypothetical 100 basis point
change in interest rates.  We do not use derivative financial instruments in our
investment  portfolio.


FORWARD-LOOKING  STATEMENTS

This  report  on  Form  10-Q  contains  or  may  contain certain forward-looking
statements  and  information  that are based on the beliefs of our management as
well  as  estimates and assumptions made by, and information currently available
to,  our  management.  The  words "believe," "expect," "anticipate," "estimate,"
"plan,"  "future"  and  other  similar  expressions  generally  identify
forward-looking  statements,  including, in particular, statements regarding the
development  and  approval  of  new  products  and  product applications, market
expansion,  pending  litigation  and  the  development  of  new  markets for our
products,  such  as  cardiovascular  and  stroke markets.  These forward-looking
statements  are  made  pursuant  to  the  safe  harbor provisions of the Private
Securities  Litigation Reform Act of 1995.  You are cautioned not to place undue
reliance  on  these  forward-looking statements. Such forward-looking statements
reflect the views of our management at the time such statements are made and are
subject  to  a  number  of  risks,  uncertainties,  estimates  and  assumptions,
including,  without  limitation, and in addition to those identified in the text
surrounding  such  statements,  those  identified  below  and  elsewhere in this
report.

                                      - 35 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  3
--------------------------------------------------------------------------------
                           RESMED INC AND SUBSIDIARIES
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FORWARD-LOOKING  STATEMENTS,  CONTINUED

In  addition,  important  factors to consider in evaluating such forward-looking
statements include changes or developments in social, economic, market, legal or
regulatory  circumstances,  changes  in  our  business  or growth strategy or an
inability  to execute our strategy due to changes in our industry or the economy
generally, the emergence of new or growing competitors, the actions or omissions
of  third  parties, including suppliers, customers, competitors and governmental
authorities, and various other factors. Should any one or more of these risks or
uncertainties  materialize,  or  the  underlying  estimates or assumptions prove
incorrect,  actual  results  may vary significantly from those expressed in such
forward-looking  statements,  and  there  can  be  no  assurance  that  the
forward-looking  statements  contained  in  this  report  will  in  fact  occur.

RISK  FACTORS

The risks and uncertainties that may affect our business, financial condition or
results  of  operations  include  the  following:

OUR INABILITY TO COMPETE SUCCESSFULLY IN OUR MARKETS MAY HARM OUR BUSINESS.  The
markets  for  our sleep-disordered breathing products are highly competitive and
are  characterized by frequent product improvements and evolving technology. Our
ability  to  compete  successfully  depends,  in part, on our ability to develop
innovative  new  products and to be the first to market with those products. The
development  of  innovative  new products by our competitors or the discovery of
alternative  treatments  or potential cures for the conditions that our products
treat  could  result  in  our  products  becoming  noncompetitive  or  obsolete.

Additionally,  some  of  our  competitors  have  greater financial, research and
development,  manufacturing and marketing resources than we do. The past several
years have seen a trend towards consolidation in the health care industry and in
the  markets  for  our  products. Industry consolidation could result in greater
competition if our competitors combine their resources or if our competitors are
acquired  by  other companies with greater resources than ours. This competition
could  increase  pressure  on us to reduce the selling prices of our products or
could  cause  us  to increase our spending on research and development and sales
and  marketing.  If  we  are unable to develop innovative new products, maintain
competitive  pricing,  and  offer  products  that  consumers  perceive  to be as
reliable  as those of our competitors, our sales or gross margins could decrease
which  would  harm  our  business.

OUR  BUSINESS  DEPENDS  ON  OUR ABILITY TO MARKET EFFECTIVELY TO DEALERS OF HOME
HEALTH  CARE  PRODUCTS  AND  SLEEP CLINICS.  We market our products primarily to
home  health  care  dealers and to sleep clinics that diagnose obstructive sleep
apnea  and  other sleep disorders.  We believe that home health care dealers and
sleep  clinics  play  a significant role in determining which brand of product a
patient  will use.  The success of our business depends on our ability to market
effectively  to  home  health care dealers and sleep clinics to ensure  that our
products  are  properly  marketed  and  sold  by  these  third  parties.

                                      - 36 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  3
--------------------------------------------------------------------------------
                           RESMED INC AND SUBSIDIARIES
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISK  FACTORS,  CONTINUED

We  have  limited  resources to market to the more than 2,000 U.S. sleep clinics
and  the more than 4,000 home health care dealer branch locations, most of which
use,  sell  or  recommend  several brands of products.  In addition, home health
care  dealers  have  experienced  price  pressures as government and third-party
reimbursement have declined for home care products, and home health care dealers
are  requiring  price  discounts  and longer periods of time to pay for products
purchased  from  us.  We  cannot  assure  you  that sleep clinic physicians will
continue to prescribe our products, or that home health care dealers or patients
will  not  substitute  competing  products  when  a  prescription specifying our
products  has  been  written.

We  intend  to  expand  our marketing activities to target the population with a
predisposition to sleep- disordered breathing as well as primary care physicians
and  various  medical  specialists.  We  cannot  assure you that these marketing
efforts  will  be  successful  in  increasing  awareness  of  our  products.

ANY  INABILITY  TO EFFECTIVELY MARKET OUR PRODUCTS OUTSIDE THE U.S. COULD IMPACT
OUR  PROFITABILITY.  Approximately  half  our revenues are generated outside the
U.S.,  in  approximately  60  different countries.  Many of these countries have
unique  regulatory,  medical,  and  business  environments.  If we are unable to
market  our  products  effectively  outside  the  U.S.,  our  overall  financial
performance  could  decline.

IF WE ARE UNABLE TO SUPPORT OUR CONTINUED GROWTH, OUR BUSINESS COULD SUFFER.  We
have  experienced  rapid  and  substantial  growth.  As we continue to grow, the
complexity  of  our  operations  increases,  placing  greater  demands  on  our
management.  Our ability to manage our growth effectively depends on our ability
to  implement  and improve our financial and management information systems on a
timely  basis  and  to  effect  other  changes  in  our  business.  Unexpected
difficulties  during  expansion,  the  failure  to  attract and retain qualified
employees,  the  failure  to  successfully  replace  or  upgrade  our management
information  systems,  the  failure  to manage costs or our inability to respond
effectively  to  growth  or  plan for future expansion could cause our growth to
stop.  If  we  fail  to  manage  our  growth,  our  business  could  suffer.

IF  WE  FAIL  TO  INTEGRATE  OUR  RECENT  ACQUISITIONS  WITH OUR OPERATIONS, OUR
BUSINESS  COULD  SUFFER.  The  integration  of  our acquired operations requires
significant  efforts from our company and the acquired entity, for several years
after  each  acquisition.  Although  we  acquired our MAP subsidiary in February
2001,  our  Labhardt  subsidiary  in  November  2001,  and  our  Servo Magnetics
subsidiary  in  May  2002,  we  continue  to  adjust  our  business  strategies,
equipment, and personnel to achieve maximum efficiencies and success.  If we are
not  able  to successfully integrate the operations of our acquired entities, we
may  not  fully  realize  the  anticipated  benefits  of  the  acquisitions.

                                      - 37 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  3
--------------------------------------------------------------------------------
                           RESMED INC AND SUBSIDIARIES
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISK  FACTORS,  CONTINUED

WE  MANUFACTURE  SUBSTANTIALLY  ALL  OF OUR PRODUCTS OUTSIDE THE U.S. AND SELL A
SIGNIFICANT  PORTION  OF  OUR  PRODUCTS  IN  NON-U.S.  MARKETS, SUBJECTING US TO
VARIOUS  RISKS  RELATING TO INTERNATIONAL ACTIVITIES THAT COULD ADVERSELY AFFECT
OUR  OVERALL PROFITABILITY.  Sales outside North and Latin America accounted for
approximately  51%,  48%, and 46% of our net revenues in fiscal years 2002, 2001
and  2000,  respectively.  We  expect that sales within these areas will account
for  approximately 50% of our net revenues in the foreseeable future.  Our sales
outside  of  North  America and our operations in Europe, Australia and Asia are
subject  to  several  difficulties and risks that are separate and distinct from
those  we  face  in  our  domestic  operations,  including:

- fluctuations  in  currency  exchange  rates;
- tariffs  and  other  trade  barriers;
- compliance  with  foreign  medical  device  manufacturing  regulations;
- reduction  in  third  party  payer  reimbursement  for  our  products;
- inability  to  obtain  import  licenses;
- changes  in  trade  policies  and  in  domestic  and  foreign tax policies;
- possible  changes  in  export  or  import  restrictions;  and
- the  modification  or  introduction  of  other  governmental  policies with
  potentially  adverse  effects

FLUCTUATIONS  IN FOREIGN CURRENCY EXCHANGE RATES COULD RESULT IN DECLINES IN OUR
REPORTED  SALES  AND  EARNINGS.  Since our international sales and a significant
portion  of  our manufacturing costs are denominated in local currencies and not
in  U.S. dollars, our reported sales and earnings are subject to fluctuations in
foreign  exchange  rates.  We  had foreign currency transaction losses in recent
periods  and may have further losses in the future. We expect that international
sales  will  continue  to  be  a  significant portion of our business and that a
significant  portion  of our manufacturing costs will continue to be denominated
in  Australian  dollars.

GOVERNMENT  AND  PRIVATE  INSURANCE  PLANS  MAY  NOT  REIMBURSE PATIENTS FOR OUR
PRODUCTS,  WHICH  COULD  RESULT IN REDUCTIONS IN SALES OR SELLING PRICES FOR OUR
PRODUCTS.  Our  ability to sell our products depends in large part on the extent
to  which  reimbursement  for  the  cost  of our products will be available from
government  health administration authorities, private health insurers and other
organizations.  These third party payers are increasingly challenging the prices
charged  for  medical  products  and  services.  Therefore, even if a product is
approved  for marketing, we cannot assure you that reimbursement will be allowed
for  such  product  or  that  the  reimbursement  amount will be adequate or, if
adequate,  will  not subsequently be reduced. For example, in some markets, such
as  Spain,  France  and Germany, government reimbursement is currently available
for  purchase  or  rental  of our products but is subject to constraints such as
price  controls  or  unit sales limitations. In other markets, such as Australia
and  the  United  Kingdom,  there  is  currently limited or no reimbursement for
devices  that treat sleep-disordered breathing conditions.  Additionally, future
legislation  or regulation concerning the health care industry or third party or
governmental coverage and reimbursement, particularly, legislation or regulation
limiting  consumers'  reimbursement  rights  may  harm  our  business.

                                      - 38 -



PART  I  -  FINANCIAL  INFORMATION                                       Item  3
--------------------------------------------------------------------------------
                           RESMED INC AND SUBSIDIARIES
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISK  FACTORS,  CONTINUED

As  we  continue  to  develop  new  products,  those products will generally not
qualify for reimbursement, if at all, until they are approved for marketing.  In
the  United  States,  we sell our products primarily to home health care dealers
and  to  sleep clinics. We do not file claims and bill governmental programs and
other  third  party payers directly for reimbursement for our products. However,
we  are  still  subject  to  laws  and  regulations  relating  to  governmental
reimbursement  programs,  particularly  Medicaid  and  Medicare.

In  particular,  the  federal Anti-Kickback Law prohibits persons from knowingly
and  willfully  soliciting,  receiving,  offering  or  providing  remuneration,
directly  or  indirectly, to induce either the referral of an individual, or the
furnishing,  recommending  or arranging for a good or service, for which payment
may be made under a federal healthcare program such as the Medicare and Medicaid
programs.  The  government  has  interpreted  this  law  broadly to apply to the
marketing  and  sales activities of manufacturers and distributors like us. Many
states  and  other  governments  have  adopted  laws  similar  to  the  federal
Anti-Kickback  Law.  We  are  also subject to other federal and state fraud laws
applicable  to  payment from any third party payer.  These laws prohibit persons
from  knowingly  and  willfully  filing  false  claims  or executing a scheme to
defraud  any  healthcare  benefit program, including private third party payers.
These  laws  may apply to manufacturers and distributors who provide information
on  coverage, coding, and reimbursement of their products to persons who do bill
third party payers.  Any violation of these laws and regulations could result in
civil  and  criminal  penalties,  including  fines.

COMPLYING  WITH  FOOD  AND  DRUG  ADMINISTRATION  AND  OTHER  REGULATIONS  IS AN
EXPENSIVE  AND TIME-CONSUMING PROCESS, AND ANY FAILURE TO COMPLY COULD RESULT IN
SUBSTANTIAL  PENALTIES.  We  are  subject  to  various federal, state, local and
international  regulations  regarding our business activities. Failure to comply
with  these  regulations  could  result  in,  among other things, recalls of our
products,  substantial  fines  and/or  criminal  charges  against  us  and  our
employees.

PRODUCT  SALES,  INTRODUCTIONS  OR MODIFICATIONS MAY BE DELAYED OR CANCELED AS A
RESULT OF THE FDA OR SIMILAR FOREIGN REGULATIONS, WHICH COULD CAUSE OUR SALES TO
DECLINE.  Before  we  can  market  or  sell  a  new medical device in the United
States,  we must obtain FDA clearance, which can be a lengthy and time-consuming
process.  We  generally receive clearance from the FDA to market our products in
the  United  States under Section 510(k) of the Federal Food, Drug, and Cosmetic
Act  or  our  products  are  exempt  from  the 510(k) clearance process. We have
modified  some  of  our  510(k)  approved products without submitting new 510(k)
notices,  which  we  do not believe were required. However, if the FDA disagrees
with  us and requires us to submit new 510(k) notifications for modifications to
our  existing  products, we may be required to stop marketing the products while
the  FDA  reviews  the  510(k)  notification.  Any  new  product introduction or
existing  product  modification could be subjected to a lengthier, more rigorous
FDA  examination  process.  For example, in certain cases we may need to conduct
clinical  trials  of  a  new  product  prior  to  submitting  a  510(k)  notice.
Additionally, we may be required to obtain premarket approvals for our products.
The  requirements  of  these  more  rigorous  processes  could  delay  product
introductions  and  increase the costs associated with FDA compliance. Marketing
and  sale  of  our  products  outside  the  United  States  are  also subject to
regulatory  clearances  and approvals, and if we fail to obtain these regulatory
approvals,  our  sales  could  suffer.

                                      - 39 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  3
--------------------------------------------------------------------------------
                           RESMED INC AND SUBSIDIARIES
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISK  FACTORS,  CONTINUED

We  cannot  assure  you  that  any new products we develop will receive required
regulatory  approvals  from  U.S.  or  foreign  regulatory  agencies.

OFF  LABEL  MARKETING  OF  OUR  PRODUCTS  COULD RESULT IN SUBSTANTIAL PENALTIES.
Clearance  under  Section  510(k) only permits us to market our products for the
uses  indicated  on  the  labeling cleared by the FDA. We may request additional
label  indications for our current products, and the FDA may deny those requests
outright,  require  additional expensive clinical data to support any additional
indications or impose limitations on the intended use of any cleared products as
a  condition  of  clearance.  If  the  FDA  determines that we have marketed our
products  for  off label use, we could be subject to fines, injunctions or other
penalties.

DISRUPTIONS  IN  THE SUPPLY OF COMPONENTS FROM OUR SINGLE SOURCE SUPPLIERS COULD
RESULT  IN  A  SIGNIFICANT  REDUCTION  IN  SALES AND PROFITABILITY.  We purchase
uniquely configured components for our devices from various suppliers, including
some  in  which  we  use  single-source  suppliers.  We cannot assure you that a
replacement  supplier  would be able to configure its components for our devices
on  a  timely basis or, in the alternative, that we would be able to reconfigure
our devices to integrate the replacement part. A reduction or stoppage in supply
while  a  replacement  supplier  reconfigures  its  components,  or  while  we
reconfigure  our components for the replacement part, would limit our ability to
manufacture  our devices, which could result in a significant reduction in sales
and  profitability.  We cannot assure you that our inventories would be adequate
to  meet  our  production  needs  during  any  prolonged interruption of supply.

OUR  INTELLECTUAL  PROPERTY  MAY  NOT PROTECT OUR PRODUCTS, AND OUR PRODUCTS MAY
INFRINGE  ON  THE  INTELLECTUAL  PROPERTY RIGHTS OF THIRD PARTIES.  We rely on a
combination  of  patents, trade secrets and non-disclosure agreements to protect
our  intellectual  property.  Our  success  depends,  in part, on our ability to
obtain  and  maintain  United  States  and  foreign  patent  protection  for our
products,  their  uses  and  our  processes to preserve our trade secrets and to
operate without infringing on the proprietary rights of third parties. We have a
number  of  pending  patent applications, and we do not know whether any patents
will  issue  from  any  of these applications. We do not know whether any of the
claims  in  our  issued patents or pending applications will provide us with any
significant protection against competitive products or otherwise be commercially
valuable. Legal standards regarding the validity of patents and the proper scope
of  their  claims  are  still evolving, and there is no consistent law or policy
regarding  the  valid  breadth of claims. Additionally, there may be third party
patents,  patent  applications  and  other intellectual property relevant to our
products and technology which are not known to us and that block or compete with
our  products.

                                      - 40 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  3
--------------------------------------------------------------------------------
                           RESMED INC AND SUBSIDIARIES
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISK  FACTORS,  CONTINUED

We  face  the  risks  that:

- third  parties  will  infringe  our  intellectual  property  rights;
- our  non-disclosure  agreements  will  be  breached;
- we  will  not  have  adequate  remedies  for  infringement;
- our  trade  secrets  will become known  to or  independently  developed by our
  competitors;  or
- any  third  parties  will  be issued patents that may prevent the  sale of our
  products  or  require us to license and  pay fees or royalties in order for us
  to be  able  to  market  some  of  our  products.

We  are  currently engaged in litigation relating to the enforcement and defense
of  a  number  of our patents. Additional litigation may be necessary to enforce
patents  issued  to  us,  to  protect our proprietary rights, or to defend third
party  claims  that  we  have  infringed  upon proprietary rights of others. The
defense  and  prosecution  of  patent claims, including these pending claims, as
well  as  participation  in  other inter-party proceedings, can be expensive and
time consuming, even in those instances in which the outcome is favorable to us.
If  the outcome of any litigation or proceeding brought against us were adverse,
we  could  be  subject  to  significant  liabilities  to third parties, could be
required  to  obtain  licenses  from third parties or could be required to cease
sales  of  the  affected  products.  Additionally,  the  laws  regarding  the
enforceability of patents vary from country to country, and we cannot assure you
that  any  patent  issues we face will be uniformly resolved, or that local laws
will  provide  us  with  consistent  rights  and  benefits.

WE  ARE  SUBJECT TO POTENTIAL PRODUCT LIABILITY CLAIMS THAT MAY EXCEED THE SCOPE
AND  AMOUNT  OF  OUR  INSURANCE COVERAGE, WHICH WOULD EXPOSE US TO LIABILITY FOR
UNINSURED  CLAIMS.  We  are  subject  to potential product liability claims as a
result  of the design, manufacture and marketing of medical devices. Any product
liability  claim  brought against us, with or without merit, could result in the
increase of our product liability insurance rates. In addition, we would have to
pay  any amount awarded by a court in excess of our policy limits. Our insurance
policies  have  various  exclusions,  and  thus  we  may be subject to a product
liability  claim  for which we have no insurance coverage, in which case, we may
have  to  pay  the  entire  amount  of  any award. We cannot assure you that our
insurance  coverage  will be adequate or that all claims brought against us will
be  covered  by  our insurance. Insurance varies in cost and can be difficult to
obtain, and we cannot assure you that we will be able to obtain insurance in the
future on terms acceptable to us or at all. A successful product liability claim
brought  against  us in excess of our insurance coverage, if any, may require us
to  pay  substantial  amounts,  which  could  harm  our  business.

OUR  QUARTERLY  OPERATING  RESULTS  ARE  SUBJECT TO FLUCTUATION FOR A VARIETY OF
REASONS.  Our  operating  results  have,  from  time  to  time,  fluctuated on a
quarterly  basis and may be subject to similar fluctuations in the future. These
fluctuations  may  result  from  a  number  of  factors,  including:

                                      - 41 -


PART  I  -  FINANCIAL  INFORMATION                                       Item  3
--------------------------------------------------------------------------------
                           RESMED INC AND SUBSIDIARIES
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISK  FACTORS,  CONTINUED

- the  introduction  of  new  products  by  us  or  our  competitors;
- the  geographic  mix  of  product  sales;
- the  success  of  our  marketing  efforts  in  new  regions;
- changes  in  third  party  reimbursement;
- timing  of  regulatory  clearances  and  approvals;
- timing  of  orders  by  distributors;
- expenditures  incurred  for  research  and  development;
- competitive  pricing  in  different  regions;
- seasonality;
- the  cost  and  effect  of  promotional  and  marketing  programs;
  the  effect  of  foreign  currency  transaction  gains  or  losses;  and
  other  activities  of  our  competitors.

IF  A NATURAL OR MAN MADE DISASTER STRIKES OUR MANUFACTURING FACILITIES, WE WILL
BE  UNABLE  TO MANUFACTURE OUR PRODUCTS FOR A SUBSTANTIAL AMOUNT OF TIME AND OUR
SALES  WILL  DECLINE.  Our  facilities and the manufacturing equipment we use to
produce  our  products  would be costly to replace and could require substantial
lead time to repair or replace. The facilities may be affected by natural or man
made  disasters  and  in  the  event  it was affected by a disaster, we would be
forced  to  rely  on  third  party manufacturers. Although we believe we possess
adequate insurance for damage to our property and the disruption of our business
from  casualties,  such  insurance  may  not  be  sufficient to cover all of our
potential losses and may not continue to be available to us on acceptable terms,
or  at  all.

DELAWARE  LAW,  PROVISIONS  IN OUR CHARTER AND OUR SHAREHOLDER RIGHTS PLAN COULD
MAKE  IT  DIFFICULT  FOR  ANOTHER  COMPANY  TO  ACQUIRE  US.  Provisions  of our
certificate  of  incorporation  may  have  the  effect of delaying or preventing
changes in control or management which might be beneficial to us or our security
holders.  In  particular,  our board of directors is divided into three classes,
serving  for  staggered three-year terms. Because of this classification it will
require  at least two annual meetings to elect directors constituting a majority
of  our  board  of  directors.
Additionally,  our board of directors has the authority to issue up to 2,000,000
shares  of  preferred  stock  and  to  determine the price, rights, preferences,
privileges  and  restrictions,  including voting rights, of those shares without
further  vote or action by the stockholders.  Under our stockholder rights plan,
we  have  also  issued  purchase  rights to the holders of our common stock that
entitle  those  holders  to purchase our Series A Junior Participating Preferred
Stock  at a discount, under certain circumstances.  The rights of the holders of
our  common  stock  will  be  subject  to, and may be adversely affected by, the
rights  of  the holders of any preferred stock that may be issued in the future.
The  issuance  of  preferred stock may have the effect of delaying, deferring or
preventing  a  change  in control, may discourage bids for our common stock at a
premium  over  the market price of our common stock and may adversely affect the
market  price of our common stock and the voting and other rights of the holders
of  our  common  stock.

                                      - 42 -



PART  I  -  FINANCIAL  INFORMATION                                       Item  3
--------------------------------------------------------------------------------
                           RESMED INC AND SUBSIDIARIES
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISK  FACTORS,  CONTINUED

YOU  MAY NOT BE ABLE TO ENFORCE THE JUDGMENTS OF U.S. COURTS AGAINST SOME OF OUR
ASSETS  OR  OFFICERS  AND  DIRECTORS.  A  substantial  portion of our assets are
located  outside the United States. Additionally, two of our seven directors and
three  of our eight officers reside outside the United States, along with all or
a substantial portion of the assets of these persons. As a result, it may not be
possible  for  investors  to  enforce  judgments  of U.S. courts relating to any
liabilities  under  U.S.  securities  laws  against our assets, those persons or
their  assets.  In addition, we have been advised by our Australian counsel that
some  doubt exists as to the ability of investors to pursue claims based on U.S.
securities  laws  against  these  assets  or these persons in Australian courts.

                                      - 43 -



PART  I  -  FINANCIAL  INFORMATION                                       Item  4
--------------------------------------------------------------------------------
                           RESMED INC AND SUBSIDIARIES
                             CONTROLS AND PROCEDURES

We  maintain disclosure controls and procedures that are designed to ensure that
information  required  to  be  disclosed  in  our  reports  under the Securities
Exchange  Act of 1934 is recorded, processed, summarized and reported within the
time  periods  specified in the SEC's rules and forms, and that such information
is accumulated and communicated to our management, including our Chief Executive
Officer  and  Chief Financial Officer, as appropriate, to allow timely decisions
regarding  required  disclosure.  In  designing  and  evaluating  the disclosure
controls and procedures, management recognized that any controls and procedures,
no  matter how well designed and operated, can provide only reasonable assurance
of  achieving  the  desired  control  objectives, and management necessarily was
required  to  apply  its judgment in evaluating the cost-benefit relationship of
possible  controls  and  procedures.

Within  90  days prior to the date of this report, we carried out an evaluation,
under  the  supervision  and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the  design  and  operation of our disclosure controls and procedures.  Based on
the foregoing, our Chief Executive Officer and Chief Financial Officer concluded
that  our  disclosure  controls  and  procedures  were  effective.

There  have been no significant changes in the Company's internal controls or in
other  factors  that could significantly affect the internal controls subsequent
to  the  date  the  Company  completed  its  evaluation.

                                      - 44 -



PART II  -  FINANCIAL  INFORMATION                                     Items 1-6
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES

Item  1   Legal  Proceedings
          Refer  Note 7 to the Condensed  Consolidated  Financial  Statements

Item  2   Changes  in  Securities  and  Use  of  Proceeds
          None

Item  3   Defaults  Upon  Senior  Securities
          None

Item  4   Submission  of  Matters  to  a  Vote  of  Security  Holders
          None

Item  5   Other  Information
          On  February 17, 2003, we appointed  David  Pendarvis as our Corporate
          Secretary.  He will  also  continue  as Vice President, Global General
          Counsel.

Item  6   Exhibits  and  Report  on  Form  8-K
          a)  Exhibits
          None  during  the  quarter  ended  March  31,  2003.

          b)  Reports  on  Form  8-K
          None  during  the  quarter  ended  March  31,  2003.

                                      - 45 -



PART II  -  FINANCIAL  INFORMATION                                    Signatures
--------------------------------------------------------------------------------
                          RESMED INC. AND SUBSIDIARIES
                                   Signatures

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

ResMed  Inc.

/S/  PETER  C.  FARRELL
------------------------
Peter  C.  Farrell
President  and  Chief  Executive  Officer


/S/  ADRIAN  M.  SMITH
------------------------
Adrian  M.  Smith
Vice  President  Finance  and  Chief  Financial  Officer

                                      - 46 -


PART II  -  FINANCIAL  INFORMATION                                Certifications
--------------------------------------------------------------------------------
                           RESMED INC AND SUBSIDIARIES
                                 Certifications

I,  Peter  C.  Farrell,  certify  that:

1.     I  have  reviewed  this  quarterly  report  on  Form  10-Q of ResMed Inc;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report.

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

May  13,  2003

/S/  PETER  C.  FARRELL
-----------------------
Peter  C.  Farrell
Chairman  and  Chief  Executive  Officer

                                      - 47 -



PART II  -  FINANCIAL  INFORMATION                                Certifications
--------------------------------------------------------------------------------
                           RESMED INC AND SUBSIDIARIES
                                 Certifications

I,  Adrian  M.  Smith,  certify  that:

1.     I  have  reviewed  this  quarterly  report  on  Form  10-Q of ResMed Inc;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report.

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

May  13,  2003

/S/  ADRIAN  M.  SMITH
-----------------------
Adrian  M.  Smith
Vice  President  Finance  and  Chief  Financial  Officer