It has been argued previously that evoked potential components during Stage 1 sleep in response to both auditory and respiratory stimuli are intermediate between those of wakefulness and Stage 2 sleep. However, state fluctuations in the ECG between alpha and theta during Stage 1 sleep have been linked to changes in a number of respiratory functions including ventilation, upper airway resistance and chemical drive. It was therefore hypothesized that if respiratory related evoked potentials (RREP) were averaged separately for alpha and theta EEG periods during Stage 1 sleep, the alpha RREP would resemble wakefulness and the theta RREP would resemble Stage 2 sleep. RREPs were produced by 250 ms occlusions in 10 subjects. EEG was recorded from 29 scalp sites, referenced to linked ears, together with EOG and EMG. The N1 component was not specifically associated with alpha vs. theta activity, but appeared to be sensitive to any decrease in arousal level, suggesting that it was more related to attention than to changes in the EEG. The late N2 and P300 components were present during wake and Stage 1 alpha. However, in Stage 1 theta, different late components emerged (N300 and P450) that differed in latency, amplitude or topographical distribution from those seen in wakefulness. The P2 proved difficult to interpret, whereas the N550 did not appear until Stage 2 sleep, and as such, was not dependent on alpha/theta state. The results indicate that RREP components are differentially affected by the transition into sleep.