This thesis examines the Egyptian and Sudanese policy of Gladstone's Second Ministry. Sources include microfilms of letters from the prime ministers to the Queen, and Cabinet papers. Essential were Hansard, The Times, and Herslet, as well as biographical and autobiographical studies of the persons involved. The thesis narrates the Egyptian events preceding the formation of Gladstone's Ministry. It then discusses the revolt in Egypt, which resulted in British occupation, and the Mahdi's rebellion in the Sudan, which led to the fall of Khartoum. The thesis concludes that Gladstone failed because he did not want Britain to be in Egypt or the Sudan. Therefore, there was no consistent policy, and his failures were among the elements that led to the fall of his Government.