Obstructive sleep apnea (OSA) is very common in children with Down Syndrome. We report an 11-month-old female infant with Down syndrome who presented with OSA and Hypoventilation. As surgery was not indicated she was referred for institution of CPAP. As her family had concerns about CPAP, she was started on medications (nasal steroids and leukotriene antagonists) and advised Positional Therapy. Repeat sleep study in lateral position performed 7 months later showed resolution of hypoventilation and significant reduction in AHI.