This thesis reconstructed the two phases of Bataan Revolution in terms of its kind and extent, the participation of the elite, their behavior and attitude, motives and expectations and described the catalysts that determined their participation. It focused not only on the behavior and attitude of the leaders of the Revolution but also and more emphatically on ehat they expected from being loyal and supportive of their allies. It is anchored on the exchange theory which states that people only join revolutions in view of the benefits they get in return. This theory justified the motives and the behavior of the Bataan elite. This study employed the historical as well as the descriptive-analytical methods of research.