Obesity and weight-loss have complex effects on respiratory physiology, but these have been insufficiently studied, particularly at early time points following weight-loss surgery and in the supine position. We evaluated 15 severely obese female participants before, and 5 weeks and 6 months after bariatric surgery using the Pittsburgh Sleep Quality Index (PSQI), spirometry, plethysmography, and oscillometry to measure respiratory system mechanics. Oscillometry and spirometry were conducted in the upright and supine position, and pre- and post-bronchodilation with 200µg of salbutamol. At 5 weeks post-surgery, weight-loss was 11.9±2.7kg with no effect on spirometric outcomes and a slight effect on oscillometric outcomes. However, at 6 months, weight-loss was 21.4±7.1kg with a 14.1±6.1% and 17.8±5.4% reduction in upright and supine Rrs,6, respectively. Ers also decreased by 25.7±9.4% and 20.2±7.2% in the upright and supine positions. No changes were observed in spirometry, but sleep quality improved from PSQI of 8.4±3.5 to 4.1±2.9. Bronchodilator responsiveness was low at baseline but increased significantly post-surgery, and this response was comparable to the improvement in Rrs produced by weight-loss. Modeling the impedance spectra with a two-compartment model demonstrated that improvements in lung mechanics with weight-loss begin in the upper or central compartment of the lungs and progress to include the peripheral compartment. Respiratory mechanics are impaired in the severely obese and is associated with poor sleep quality, but these improved substantially with weight-loss. Our data provide new evidence that severely obese individuals may have poor sleep quality due to abnormal respiratory mechanics that weight-loss improves.