Characteristics of nocturnal sleep were investigated in six patients after anesthesia and cholecystectomy and in another six after anesthesia and gastroplasty. All night polysomnographic recordings were obtained while each patient slept in a private surgical ward room through two nights before and five or six nights after operation. Anesthesia included thiopental, N2O, isoflurane, and fentanyl. Postoperative analgesia was provided with parenteral morphine. Other aspects of care were routine. Nocturnal sleep was markedly disturbed after both surgical procedures. Throughout the operative night and subsequent one or two nights, sleep was highly fragmented with the usual recurring cycles of sleep stages completely disrupted. Slow wave sleep was suppressed and rapid eye movement (REM) sleep virtually eliminated. During the following 2–4 nights, as other aspects of sleep recovered, REM sleep reappeared and then increased to greater than the preoperative amount. This increased REM sleep was marked by a heavy density of eye movement activity along with frequent patient reports of unusually distressing dreams or vivid nightmares. It is concluded that anesthesia with upper abdominal surgery leads to a severe disruption of nocturnal sleep followed by the release of highly intense REM sleep about the middle of the first postoperative week.