Previously, we reported a line of mice (Hoxa5SV2) that ectopically expresses HOXA5 in the developing cervical and brachial dorsal spinal cord. Animals from this line exhibited a clear loss of cells in the outer lamina of the mature dorsal horn that coincided with an adult phenotype of sensory and motor defects of the forelimb. In this report, we examined the etiology of lost dorsal horn cells. Cells normally fated to populate the outer laminae I-III of the dorsal horn migrated inappropriately, as the percentage of laterally positioned cells in the dorsal horn was significantly reduced in Hoxa5SV2 transgenics. Apoptosis was a major cause of cell loss while proliferation of neurons was not affected in Hoxa5SV2 animals. Although Hoxa5 has been shown in vitro to regulate p53 expression and cause p53-dependent apoptosis, p53 was not required in vivo for the inappropriate apoptosis seen in Hoxa5SV2 mice, or for the normal death of motor neurons. Normal apoptosis is not dependent on Hoxa5, as the level of ventral horn motor neuron apoptosis was not changed in Hoxa5 null animals. As a possible cause of aberrant migration and/or apoptosis of dorsal neurons, misexpression of cell type markers was demonstrated. Further, the expression pattern of laminar markers was altered and sensory fibers aberrantly penetrated the outer lamina of mutants. Our evidence suggests that the loss of dorsal horn neurons in Hoxa5SV2 mutants was due to misexpression of dorsal horn neuronal markers, aberrant migration, and inappropriate apoptosis.