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How do leaders continue to maintain the loyalty of their military during civil war? Autocratic leaders face constant threats and must rely on securing the loyalty of the military, especially in situations for which the military may face high costs in prosecuting a conflict on behalf of the regime. I answer this question by analyzing a game-theoretic model that accounts for the military's dual opportunities to shirk fighting or to depose the leader and install a military government. The main result is that civil war is detrimental to military loyalty only when the opposition is a non-revolutionary threat, and when leaders have not sufficiently coup-proofed. Oppositions that are misaligned with the military will be less likely to give the military a favorable post-war bargain. Consequently, military elites continue to maintain strategic loyalties to a regime even as the military bears the cost of fighting.