The histologic and histochemical features of palatine muscles from 53 horses were studied; 25 of the horses were racehorses that had upper airway obstruction associated with dorsal displacement of the soft palate and 28 of the horses did not have any respiratory disorders and served as controls. Pathologic features observed included myonecrosis, phagocytosis, mononuclear cell infiltration of perimysial connective tissue, alkaline phosphatase-positive myofibers, and myofibers with cytoarchitectural changes that included irregular staining of the intermyofibrillar sarcoplasm and sarcoplasmic masses. These histopathologic features were judged to be indicative of myositis. Those features were found in both control horses and horses with dorsal displacement of the soft palate; however, their prevalence was higher in horses with dorsal displacement of the soft palate. For the control horses as well as the horses with dorsal displacement of the soft palate, the inflammatory changes were more prevalent in older horses. The finding of myositis suggests that palatal muscle weakness may contribute to the development of dorsal displacement of the soft palate; however, the myositis might have been secondary to trauma associated with displacement of the soft palate. We could not distinguish between these 2 possibilities. A large number of horses with dorsal displacement of the soft palate also had concurrent pharyngeal lymphoid hyperplasia. Extension of the mucosal inflammatory changes associated with pharyngeal lymphoid hyperplasia into the underlying palatine muscle might have accounted for the myositis.