Exhibit 10.24

                       AMENDMENT TO EMPLOYMENT AGREEMENT
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          This Amendment to Employment Agreement (the "Amendment") is made and
entered into as of the 29th day of June, 2000 between Craig B. Reynolds, an
individual residing at 1046 Middlebrook Way, Kennesaw, Georgia 30152 (the
"Executive"), and Respironics, Inc., a Delaware corporation with its principal
place of business at 1501 Ardmore Boulevard, Pittsburgh, Pennsylvania 15221 (the
"Company").

                                   RECITALS
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          A.  The Company and Executive are parties to that certain Employment
Agreement made as of November 11, 1997 (the "Employment Agreement").

          B.  The Company and Executive desire to amend certain provisions of
the Employment Agreement, as set forth herein.

          NOW THEREFORE, intended to be legally bound, the Company and Executive
agree as follows:

          1.  Amendment to Section 2.04(b).  Section 2.04(b) of the Employment
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Agreement is hereby amended by deleting the term "30 months" in each of the
first and second sentences thereof and replacing it with "31 months", it being
the intention of the parties that Executive shall have until on or before August
11, 2000 to give notice to the Company pursuant to Section 2.04(b) of the
Employment Agreement of Executive's intent to terminate the Employment Agreement
and receive the benefits set forth in Section 2.04(b).

          2.  Miscellaneous.  Except as amended hereby, the Employment Agreement
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is hereby ratified and confirmed in all respects.  This Amendment shall be
governed by and construed in accordance with laws of the Commonwealth of
Pennsylvania. Any dispute concerning this Amendment shall be subject to the
arbitration provisions set forth in Section 6.05 of the Employment Agreement.

          IN WITNESS WHEREOF, the parties hereto executed this Amendment or
caused this Amendment to be duly executed as of the day and year first written
above.


WITNESS:                                CRAIG B. REYNOLDS

By: /s/ Daniel J. Bevevino              /s/ Craig B. Reynolds
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Title: V.P. & CFO
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ATTEST:                                 RESPIRONICS, INC.

Secretary: /s/ Dorita A. Pishko         By: /s/ James W. Liken
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Corporate Seal:                         Title: PRESIDENT & CEO
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