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Conclusion: Short lingual frenulum restrict tongue motility early in life and lead to abnormal development of oral cavity, with clear impact on maxillary and secondary mandibular growth, as already observed during childhood Morphologic changes occur slowly during childhood, lead to small upper-airway that favors collapse of upper-airway during sleep and development of obstructive-sleep-apnea at later date. Short lingual frenulum has been reported as a phenotype for pediatric-sleep-apnea Recognition and treatment early in life would avoid occurrence of the syndrome and its co-morbidities. Support (If Any): none. 0443 Introduction:The tongue is thought to be the most important upper airway dilator muscle and it has been shown that there is a high percentage of fat in the tongue in OSA. Weight loss is a known treatment for OSA; however, the effect of weight loss on tongue force in apneics has not been studied. We hypothesized that apneics would have an increase in tongue force after weight loss due to a reduction in fat-infiltration of the tongue. Methods: We recruited 19 apneics (AHI > 15 events/hour) with a BMI greater than 30 kg/m 2 (41.3 ± 10.9) from the Penn Center for Sleep and Circadian Neurobiology. MRI, polysomnography, and tongue force measurements were performed on the subjects (58% men; age 45.4 ± 14.9 years) pre and post-weight loss (> 5% change). Tongue force measurements (kPa) were recorded using the Iowa Oral Performance Instrument as described by Solomon & Robin (2005). Axial and sagittal MR images using a fast spin echo and three-point Dixon protocol were analyzed for tongue and tongue fat volume (mm 3 ). Relationships between measures were determined using paired t-tests and linear regression. Results: There were significant reductions in tongue (-6900 ± 12191 mm 3 , p = 0.022) and tongue fat volume (-5765 ± 6878 mm 3 , p=0.005) post-weight loss, as well as a significant decrease in AHI (-32 ± 27 events/hour, p < 0.001). Reduction in tongue fat was correlated with a reduction in tongue force in a linear model (p = 0.016). A positive correlation between tongue force and tongue volume trended towards significance (p = 0.081), and tongue volume was positively correlated with tongue fat (p = 0.043). Conclusion: Our data indicate that tongue force is reduced with weight loss secondary to a reduction in tongue size. This suggests that tongue EMG activity may be reduced with weight loss. Support (If Any): Funded by NIH R01HL089447 and P01HL094307.