The purpose of the present study was to evaluate upper airway changes related to craniofacial changes induced by a facemask (FM) combined with Le Fort I osteotomy without down-fracture in Class III maxillary retrusion subjects (group 1) when compared with a similar group of subjects treated with traditional rapid palatal expansion and FM therapy. Pre- (T1) and post- (T2) protraction cephalometric radiographs of group 1 (10 females and 6 males; mean age 12.75 +/- 1.91 years) and group 2 (7 females and 9 males; mean age 12 +/- 1.7 years) were traced. The treatment duration was 149 +/- 14 days (approximately 5 months) and 270 +/- 46 days (approximately 9 months) for groups 1 and 2, respectively. A paired t-test for intergroup comparisons of values at T1, an independent samples t-test for intragroup comparisons of values at T1 and T2, and a non-parametric Mann-Whitney U-test for intergroup comparisons were used. To evaluate the relationship between changes in upper airway dimension and craniofacial morphology, a multiple-regression analysis was performed.