Bolívar, who had only 1,500 infantry and 600 cavalry, could not advance into the open country against Boves, who had at least four times that number of resolute horsemen, but the capital was safe against an assault by such troops. He fortified Valencia and armed a flotilla on the lake, strengthened the pass at Cabrera, occupied Victoria, and threw up field-works at San Mateo, where he established his head-quarters, while he waited for Mariño. The position was well chosen; on the heights which surrounded it stood a country-house which was his own property, to the east of which lay one of the most valuable of his patrimonial estates. But in place of Mariño, Boves, whose wound was by this time healed, appeared in his front on the 25th February, at the head of 2,000 light infantry and 5,000 horse.

Morales was completely routed in an attack on his right flank, and Boves himself was repulsed in an attack on the centre, but captured some outworks on the right. Bolívar sent a reinforcement under Villapol and Campo Elias. Both these leaders were killed, but the son of the former, Captain Villapol, restored the day, drove the Royalists from the positions they had captured, and though badly wounded, held his ground till nightfall. Boves, who was again severely wounded, was carried off the field by his men, and Morales resumed the command.

In this desperate fighting the Royalists had exhausted their ammunition, and were for fifteen days compelled to remain inactive, till on the 11th March Morales again attacked the entrenchments, but was again repulsed. On the 17th Boves again took command, and was on the 20th beaten off in a third attack.

The Patriot magazine was established in the country-house to the rear of the position. On the 25th March Boves detached a column of infantry to make its way by the heights beyond the Patriot lines, to capture this magazine, while he himself led a general attack in front. The magazine was in charge of a young officer, a native of New Granada, named Ricaurte, who had only fifteen men with him. When this young officer saw the infantry column rushing down upon him from the heights, he knew that it was hopeless to attempt to defend the house. He sent off his men, and remaining alone he waited till the enemy burst in upon him with shouts of triumph, when he fired the magazine, and he himself and the greater part of the Royalist column were blown into the air together.

When Bolívar saw the flight of the small garrison, he thought that all was lost. He dismounted from his horse and ran into the ranks, calling to his soldiers that he would die with them, but the Royalists were so terrified by the sudden destruction of their column of infantry, that they desisted from the attack and withdrew, leaving 800 dead and wounded behind them.

While attacking the lines of San Mateo, Boves had detached a strong column under Rosete to make an attempt upon the capital. Rivas was ill in bed, and 800 of the youth of the city sallied out under Arismendi to meet the enemy on the open plain, but were cut to pieces on the 11th March. Bolívar sent 300 picked troops under Colonel Montilla to the assistance of the garrison. With this reinforcement Rivas managed to organize a column of 900 men, and leading them out in person, lying on a stretcher, he totally defeated Rosete on the 20th March at Ocumare, and the capital was saved.

Cajigal, the new Captain-General, had established his head-quarters at Coro, and had formed a column of 1,000 men from the remnants of various shattered battalions. These troops he placed under command of Ceballos, who drove Urdaneta before him out of Barquisimeto. Urdaneta then endeavoured to hold San Carlos, but was driven thence by Calzada, and took refuge in Valencia, where the war material of the Patriots was stored. Here he received orders from Bolívar to resist to the last extremity, and to send 200 men to aid D’Eluyar in the siege of Puerto Cabello. Urdaneta obeyed orders, but was left with only 280 muskets to make head as he could against the united forces of Ceballos and Calzada, who now attacked Valencia with 3,000 men. The Royalists had no artillery, but by dint of numbers they drove the Patriots from the outworks, and cut off the supply of water from the garrison. Urdaneta called a council of his officers, when it was agreed that if the inner line of defence was forced, the garrison should retire to the artillery barracks and blow the place up. The example of Ricaurte had enflamed their hearts.

Boves for some time made no further attempt on the lines of San Mateo, and the dispirited Llaneros began to desert, but the situation of Bolívar was desperate. His only chance lay in the speedy arrival of Mariño, who was at last advancing by forced marches from the East, and was sweeping the plains in the rear of the Royalists. Then Boves after one more desperate assault upon the lines, which was repulsed, retreated to La Puerta, to stop the advance of Mariño from the plains. But Mariño succeeded in turning this position and established himself at the Boca Chica. Here he was attacked by Boves on the 31st March, but forced him to retreat with a loss of 500 killed, and occupied the city of Victoria.

Ceballos then, fearing an attack on his rear by the united forces of Bolívar and Mariño, raised the siege of Valencia and retired to San Carlos, to await reinforcements which Boves was collecting on the plains. Here he was attacked by Mariño on the 17th April. Mariño was so destitute of military capacity that the troops under his immediate command dispersed at the first volley, but Urdaneta rallied the infantry and retired to Valencia.

Cajigal then brought up a strong reinforcement and took command of the Royalists. Bolívar, after being joined by Rivas with 800 men from Caracas, advanced against him. After some manœuvring the armies met on the plain of Carabobo, and Bolívar won a complete victory. The Royalists lost 300 killed and all their guns and flags, while the Patriots had only 12 killed and 40 wounded.