This thesis is a study of Hamilton P. Bee and his role in the American Civil War. Bee was first a Texas brigadier general, in charge of a state militia district, and then a Confederate brigadier general, in command of the Western Sub-District of Texas. His duties included administration, diplomacy, and combat. As commander of the area from San Antonio to the Rio Grande, Bee had to cope with Unionist sentiment, regulation of trade – especially the control and impressment of cotton -- border unrest, relations with Mexico and France, and Federal invasion of the Rio Grande border and occupation of the coast. He also took part in the Confederate action against Nathaniel Banks's Red River Campaign into Louisiana in 1864 and participated in the battles of Mansfield, Pleasant Hill, and Monett's Ferry. Bee proved to be a competent administrator and an excellent diplomat, but no combat general. He ran his sub-district and the cotton trade about as well as anyone could have, and through his arrangements with the cotton owners was the only one who arrived at a viable method whereby the government obtained the needed cotton. His extradition agreement with the Mexicans and his dealings with them kept the peace on the border. But he had no experience in combat, and, when the Union forces invaded Texas at Brownsville, he panicked and ran. His actions in the battles in Louisiana showed him to be courageous and level-headed in the heat of battle, but were still indicative of his inexperience. After Richard Taylor accused him of letting Banks escape and relieved him of duty, Bee could do little to regain public confidence even though he was not at fault. He spent the remainder of the conflict in Texas and at war's end fled to Mexico to escape Unionist wrath. Since Bee was involved in all the major issues of the Trans-Mississippi, a study of his career offers a key to understanding the problems and difficulties in Texas and the failure of the area to live up to its potential to aid the Confederate war effort.