The beet armyworm (BAW), Spodoptera exigua (Hubner), has not historically been an annual, economically damaging pest in Texas. However, widespread outbreaks occurred in 1995; along with adverse dry weather, high aphid populations, cabbage looper and other insect damage. The amount of damage caused by the BAW varied widely from area to area. Over 3 million acres were infested to varying degrees. About 1.2 million acres were treated at a cost of over 31 million dollars. The general BAW situation and damage caused are reviewed for each of 7 cotton growing areas of Texas and Oklahoma. The worst infestations occurred in the Lower Rio Grande Valley and the Southern Rolling Plains. Basic biology of the BAW and general management guidelines for Texas are briefly reviewed.