Eloise Barbee Upton, 87, of San Angelo died Thursday, March 13, 2008 at Sagecrest Alzheimer's Care Center. Graveside Services will be held at Fairmount Cemetery at 2:00 PM Monday March 17, 2008 with Rev. Nathaniel Hankins of First United Methodist Church, officiating. Eloise was born July 15, 1920 in Sweetwater, Texas to Willis Monroe Barbee and Katherine Beall Barbee. She married William C. (Bill) Upton on May 26, 1938 in Robert Lee, Texas. Eloise and Bill attended John Tarleton University in Stephenville and then moved to the Upton Ranch where they resided until 1967. Eloise was a homemaker, a loving wife and mother, a gracious hostess, a grandmother, an aunt and dear friend. She spent many years caring for the older generation of her family. Eloise was a member of the First Methodist Church, Pocahontas Chapter of the Daughters of the American Revolution, and the San Angelo Genealogical and Historical Society. Eloise was preceded in death by her husband, Bill, in 2001; her father in 1968; her mother in 1971; her brother, Beall Barbee in 1969; and her sister Kathryn Hunter in 1988. She is survived by her son, W. H. (Bud) Upton and wife Harriett; daughter, Carolyn Quillen and husband Bill of San Angelo ; grandchildren, Lee Upton and wife Dorothy of Christoval; Bill Quillen and wife Ginger of Coppell; Blake Quillen of Denton; Candice Upton Brewer and husband Wallace and Margaret Ruth Upton of San Angelo; great-grandchildren Whitney and Bailey Upton of Christoval and Will and Morgan Quillen of Coppell; niece Ann Hunter Davis and husband Bob of Austin and their children, Rachel Donnally and husband, Joe; , Amy Garratt, and husband, Scott and Daniel Davis. Honorary Pallbearers will be the members of the Pocahontas Chapter of the Daughters of the American Revolution The family wishes to thank the caring staff of Sagecrest Alzheimer's Care Center and special friend Dorothy Rabb for all their support thru these years. Memorial contributions may be made to Sagecrest Alzheimer's Care Center, 438 E. Houston Harte, San Angelo, Texas 76903; Friends of Fairmount Cemetery, P O Box 3522, San Angelo, Texas 76902 or the charity of your choice.