In most vertebrates studied, males have more vasopressin (VP) cells in the bed nucleus of the stria terminalis, or homologous vasotocin cells in nonmammalian species, than females. Previous research excluded differential cell birth and migration as likely mechanisms underlying this difference, leaving just differential cell death and phenotypic differentiation of existing cells. To differentiate between these remaining possibilities, we compared VP cell number in wild-type mice vs. mice overexpressing the anti-cell death factor, Bcl-2. All animals were gonadectomized in adulthood and given testosterone capsules. Three weeks later, brains were processed for in situ hybridization to identify VP cells. Bcl-2 overexpression increased VP cell number in both sexes but did not reduce the sex difference. We repeated this experiment in mice with a null mutation of the pro-cell death gene, Bax, and obtained similar results; cell number was increased in Bax(-/-) mice of both sexes, but males had about 40% more VP cells, regardless of Bax gene status. Taken together, cell death is unlikely to account for the sex difference in VP cell number, leaving differentiation of cell phenotype as the most likely underlying mechanism. We also used immunocytochemistry to examine VP projections in Bcl-2-overexpressing mice. As expected, males showed denser VP-immunoreactive fibers than females in the lateral septum, a projection area of the bed nucleus of the stria terminalis. However, even though Bcl-2 overexpression increased VP cell number, it did not affect fiber density. Thus, a compensatory mechanism may control total septal innervation regardless of the number of contributing cells.