SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FULTON STEVEN P

(Last)

(First)

(Middle)

1010 MURRY RIDGE LANE

(Street)

MURRYSVILLE

15668

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RESPIRONICS INC [ RESP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/02/2004		A⁽³⁾		806	A	$26.3373	1,586	D
Common Stock	11/05/2004		M		3,150	A	$12.1563	4,736	D
Common Stock	11/05/2004		S		3,150	D	$54.1623	1,586	D
Common Stock	11/05/2004		M		950	A	$24.625	2,536	D
Common Stock	11/05/2004		S		950	D	$54.2826	1,586	D
Common Stock	11/05/2004		M		3,564	A	$24.3125	5,150	D
Common Stock	11/05/2004		S		3,564	D	$54.2372	1,586	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$40.675	08/27/2003		M		20,000⁽¹⁾		08/27/2004	08/27/2013	Common Stock	20,000	$40.675	20,000	D
Stock Option	$53.545	08/25/2004		M		20,000⁽²⁾		08/25/2005	08/25/2014	Common Stock	20,000	$53.545	20,000	D
Stock Option	$12.1563	11/05/2004		M		3,150		08/21/1999	08/21/2008	Common Stock	3,150	$12.1563	3,150	D
Stock Option	$24.625	11/05/2004		M		950		11/19/1998	11/19/2007	Common Stock	950	$24.625	950	D
Stock Option	$24.3125	11/05/2004		M		3,564		08/15/1998	08/15/2008	Common Stock	3,564	$24.3125	3,564	D

Explanation of Responses:

1. August 27, 2003 Incentive Stock Option Grant

2. August 25, 2004 Incentive Stock Option Grant

3. Shares issued on 1/2/2004 from employee stock purchase program

	Dorita A. Pishko; Attorney-in-fact	11/09/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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