The purpose of this paper is to examine, from a local perspective, the reaction of the southern conservative wing of the Democratic party to the liberal changes which occurred in that organization as a result of the transitional decades of the 1930s and 1940s. In particular, the study focuses on the growing sense of alienation and the eventual withdrawal of a handful of Texas Democrats from affiliation with the national body and their subsequent realignment with other dissident Dixie Democrats in the short-lived States' Rights party of 1948. This work is based essentially on the personal recollections of Texans who participated in the States' Rights movement and on those papers of the party's leaders which have survived until today.