Beneath Torn and Tattered Flags 2017 Edition

In 1998 I self-published my first book, Beneath Torn and Tattered Flags: A History of the 38th Mississippi Infantry, C.S.A. I sold 400 copies of the book in short order, but I never had it reprinted after the initial run. In the years since, I have had many people contact me wanting to purchase a copy of the book; unfortunately I was unable to help them, and I felt really bad about that.

In the years since the book came out, I have found many additional sources on the 38th Mississippi, and I even went so far as to write an updated edition of the book incorporating many of these new finds. I was very proud of this revised and expanded edition of Beneath Torn and Tattered Flags, but I could never seem to come up with the considerable outlay of funds necessary to have the book reprinted.

I finally decided that my book needs an audience, and what better place to share it than my blog? What follows below are the first three chapters of the 2017 Edition of Beneath Torn and Tattered Flags. I plan to release the remaining chapters of the book over the next few weeks. I hope you enjoy reading the book as much as I enjoyed writing it!


Chapter I

Setting The Stage

I worry to because the Lord God does not mean for the people of a Country to war against one another[1]

Mary Williams, April 14, 1861, Mother of Private Reuben Williams of the Johnston Avengers.

All too often, the history of the War Between the States is told from a top down point of view, focusing on the famous leaders such as Robert E. Lee or Thomas J. (Stonewall) Jackson.  Obscured in this view are the contributions of the rank and file who fought for the Confederacy.  To truly understand our most destructive war, it is necessary to see it through the eyes of the men who fought the battles and shed their blood to protect a way of life that they held dear.

This book tells the story of the men who belonged to one regiment, the 38th Mississippi Infantry, and the war as they experienced it.  Among Mississippi Infantry units that served in the war, certain regiments and battles stand out: the 6th Mississippi at Shiloh, the 21st Mississippi at Gettysburg, and the 12th Mississippi at Fort Gregg are some of the names and places that come to mind.  The 38th Mississippi never attained the fame of these units, and historians have largely ignored their contributions;  one regiment lost among the many that served the Magnolia State during the war.

There are several reasons for the 38th’s obscurity; first unlike most Mississippi regiments, the unit remained within the state for almost its entire term of service.  Second, the battles in which the regiment participated, with the exception of the Vicksburg Campaign, were not high profile battles that captured the imagination of the public.

The rank and file of the 38th fought at Iuka, Corinth, Harrisburg, and Sipsey River Bridge – not exactly household names at the time they were fought, today these battles are largely forgotten except by the dedicated Civil War buff.  While these battles may not be as celebrated as Shiloh or Gettysburg, the casualties the regiment suffered in these actions were just as real.  The men of the 38th Mississippi fought and bled and died at these places, and to them they were the most important engagements of the war, and they wanted their sacrifices to be remembered by future generations.  Captain James Henry Jones of the Wilkinson Guards spoke to this need to be remembered when he wrote the following:

A great battle is made up of many varied events, of many component parts; each brigade and each regiment is more or less an independent factor in it, and these must be studied in detail to understand properly what a battle is.[2]

To truly understand the men who joined the 38th Mississippi, it is first necessary to explain how they were shaped by the environment and culture of 19th Century Mississippi.

One of the most important factors that influenced the men was Mississippi’s agricultural economy.  Historian William K. Scarborough described the state’s economy as

Cotton, slavery, and the plantation system – these were the dominant elements in Mississippi’s agricultural economy from the time of statehood until the Civil War.[3] 

The soil of Mississippi was very rich, particularly in the Delta of the western part of the state, and was excellent for growing cotton.  By 1850, Mississippi was the leading cotton producing state in the Union.[4]  Cotton was a labor-intensive crop, and a large population of slaves was used to work the fields.  By 1860, the slave population in Mississippi outnumbered that whites, with 437,404 slaves to only 353,899 white citizens.[5]            

At the top of the economic ladder in Mississippi were the planter class, who owned

Dr. Walter Leake Keirn of Holmes County. [Taken from the 1890 Constitutional Convention photo at MDAH]
thousands of acres of land with hundreds of slaves to work the fields.[6]  One such planter in the 38th Mississippi was Dr. Walter Leake Keirn of Holmes County.  In the 1860 census, Keirn valued his real estate holdings at $520,000 and his personal estate at $221,600.[7]   Such large land holdings required a sizeable labor force, and to work his fields Dr. Keirn had 210 slaves.[8] 

Large plantation owners such as Keirn were the exception rather than the rule in Mississippi.  Most of the farms in the state were small family-run operations that had few if any slaves.  They commonly grew subsistence crops and perhaps some cotton to sell on the market.[9]

A good example of a small farmer who belonged to the 38th Mississippi was James A. Bass of Lawrence County.  On the 1860 census he valued his real estate at $700.00, and his personal estate at $800.00.  The Bass family worked their land themselves and owned no slaves.[10]              

Small farmers like Bass made up the bulk of the men who enlisted in the 38th Mississippi.  A precise list of occupations for men in the regiment has not been found, but

James A. Bass
Post-War photo of James A. Bass []
one muster roll for the Wilkinson Guards did list occupations, and it indicates how prevalent farmers were in the unit.  Of the 123 men listed on the roster for the Guards, 113 of them listed their occupation as farmer.  As to other occupations, there was one lawyer, four ditchers, one teacher, one minister, two doctors, and one trader.[11]

A significant influence that affected the men of the 38th in the years leading up to the war was the growth of the radical abolitionist movement in the north.  Until 1830, abolitionists used moral suasion to try and convince owners that slavery was evil and should be abandoned.  Seeing little profit from this method, after 1830 the more radical abolitionists began using the political arena to campaign against slavery.[12]

As their “peculiar institution” came under direct attack, Southerners began to change their own attitudes towards slavery.  Long considered a “necessary evil,” slavery came to be viewed as a “positive good” as owners began to actively defend the institution.[13]

Constant attacks on the institution that made their way of life possible created an extreme sensitivity to the issue of slavery, which is evident in the following letter written by Joseph J. Wade in 1850.  Wade was sent to Yale University to attend college, and soon after his arrival he wrote to his mother his impressions of the north:

I arrived at New Haven last Monday and remained there two days. I was very much pleased with the place, but what little I have seen of the people, I do not like them very much.  You can’t take up a newspaper to read, but what is putting down slavery, and the Yankees can talk about nothing but slavery.[14]

During the 1850’s the split between north and south over the issue of slavery grew deeper as crisis after crisis threatened to tear the country apart.  The debate over slavery in the territory gained in the war with Mexico, the fighting in ‘Bloody Kansas,’ John Brown’s raid on Harpers Ferry – all combined to push the nation to the brink of civil war.[15]

The event that triggered the secession of the southern states was the election of Abraham Lincoln to the presidency in 1860.  A member of the Republican Party that advocated no expansion of slavery in the territories, Lincoln was not even put on the ballot in Mississippi.  On January 7, 1861, a secession convention met in Jackson to decide if Mississippi would leave the Union.  On January 9, the convention passed the ordinance of secession and Mississippi became the second state to withdraw from the Union.[16]

The announcement of Mississippi’s secession sparked celebrations across the Magnolia State to commemorate the historic event.  Martha Gwin of Holmes County described in her memoir the mood in Lexington, Mississippi:

When the tocsin of war was sounded throughout our Southland in 1861, we thought ourselves rich in resources and we knew that we had God on our side, and with hearts never too old to dream, we entered into all kinds of gayeties…Our spirited matrons all decided that we must have a ‘Secessional Ball’ which was enthusiastically received…This hall was swept and garnished for many fair ladies and valiant men who assembled there from all parts of our state.  The costumes of richest fabrics with no thought of home spun garments that the sorrows of war would bring.[17]

Not all Mississippians looked on secession with the enthusiasm described by Mrs. Gwin.  In a letter written on April 14, 1861, Mary H. Williams of Pike County voiced her concerns about how the war was impacting her family:

My work here is never done and I have refrained from writing because of it and the unsettled conditions here.  Miah has been in the fields alone as Reuben and Jackson are no longer here but in the armye.  James hasn’t gone as his health is not to good.  Reuben and Jackson are just like everybody else, can’t wait to get a gun and a uniform on and parade all over the country side.  I wory about James going but he says he must to feel right with himself and his friends.  I worry too because the Lord God does not mean for people of a country to war against one another but everybody says we are not the same as the people in the North.  Miah worrys to.  He says our people in S. Carolina have done wrong to act the way they did in quitting the Union so soon.  Miah says we have worked to hard for what we have to fool it away on the say so of some lawyers and doctors who don’t have any negroes anyway…I just don’t know what is right anymore.[18]

Mississippi seceded in January 1861, but the 38th Mississippi was not raised until May 1862, and for most of the men in the regiment, this was their first time to put on a uniform.  There are several reasons that most of the men had not enlisted earlier, and one of the chief factors was age.  In describing the men of the Van Dorn Guards, Port Gibson resident Frank Foote said they consisted “…mainly of middle-aged men of families,”[19] and this characterization held true for the other nine companies of the regiment as well.

The men who joined the 38th Mississippi were not wild-eyed young schoolboys looking for an adventure in the army – they were men with responsibilities, wives and children to think of, and they could not run off to war until sure that their families were being properly provided for.

Four out of every five Confederate soldiers were between the ages of eighteen and thirty,[20] and by examining the muster rolls of the 38th, it is apparent that the regiment fell to the far end of the spectrum.  Data was not available for Company A, the Holmes County Volunteers, as their muster rolls do not include age, but the average ages for the other nine companies were as follows:

Company B     –           27

Company C     –           29

Company D     –           28

Company E     –           28

Company F     –           27

Company G     –           28

Company H     –           29

Company I      –           29

Company K     –           28[21]

Another important consideration keeping many men from enlisting earlier was the simple fact that a number of them were Unionists at heart, and others had no desire to serve in any army, Yankee or Rebel.

On April 16, 1862, the Confederate Congress passed a conscription act just as the companies of the 38th were in the process of formation.  Many who had previously been unwilling to serve joined voluntarily to avoid the stigma of being branded a conscript, while others were drafted into the regiment.  These men were a constant source of trouble as they would desert the service at every available opportunity, and the 38th’s muster rolls are filled with men listed as deserters or absent without leave.

A good example of a Unionist who was forced into the regiment was Farris A. Fife of Claiborne County.  Conscripted into the Claiborne Guards, Fife deserted the unit after the fall of Vicksburg and joined the 17th Wisconsin Infantry.  Years later in his pension application to the United States Government, Fife spelled out his reasons for deserting the 38th:

All my family were Unionist in politics, and very much opposed to the war…I went into the Union lines and finally joined a Wisconsin regiment…Quite a number of my boy associates went with me to the army, but all of them are now dead…Outside of my family no one knew that I was a federal soldier; my friends knew that I had left the county and state but did not know I had enlisted.  I married and did not care to have my wife and children ostracized.[22]

Whether they joined the regiment willingly or by force, the time was rapidly approaching when the men would leave for the war.  Some became heroes; others cowards; the great majority did their duty and labored on in obscurity, and together they were all part of the history of the 38th Mississippi Infantry.

[End of Chapter 1]

1 Mary Williams to her brother, 14 April 1861.  A copy of this letter is in the collection of Joe C. Brown of Summit, MS.

2 James H. Jones, “The Rank and File At Vicksburg,” Publications of the Mississippi Historical Society.  Volume 7 (1903), 17.

[3] William K. Scarborough, “Heartland of the Cotton Kingdom,” in A History of Mississippi, ed. Richard A. McLemore, Volume 1 (Hattiesburg, MS: University & College Press, 1973), 310.

[4] Ibid., 322.

5 Carl Moneyhon and Bobby Roberts, Portraits of Conflict: A Photographic History of Mississippi in the Civil War (Fayetteville, AR: University of Arkansas Press, 1993), 95, 140.

6 Scarborough, 343.

7 United States Bureau of the Census, Holmes County, Mississippi, 1860, Schedule 1.  Mississippi Department of Archives and History.  Cited hereafter as MDAH.

8 United States Bureau of the Census, Holmes County, Mississippi, 1860, Schedule 2.  MDAH.

9 Scarborough, 350.

10 United States Bureau of the Census, Lawrence County, Mississippi, 1860, Schedule 1.  MDAH.

11 Roster of Company D, 38th Mississippi Infantry.  Record Group 9, MDAH.

12 James M. McPherson, Ordeal By Fire (New York: McGraw-Hill, 1992), 44-45.

13 Ibid., 49-50.

14 Joseph J. Wade joined the 38th Mississippi in 1862 as a surgeon and served with the regiment until the end of the war.  Wade Family File, Old Court House Museum, Vicksburg, MS.

15 Richard N. Current, ed., Encyclopedia of the Confederacy, Volume 3.  (New York: Simon & Schuster, 1993), 1047.

16 Ibid.

[17] Newspaper clipping; Lexington (Mississippi) Advertiser; Date unknown; A copy is in the collection of Dan Edwards (Lexington, MS).

18 Mary Williams Letter.

19 Katy M. Headley, Claiborne County, Mississippi: The Promised Land (Port Gibson, MS: Claiborne County Historical Society, 1976), 387.

20 Richard N. Current, ed., Encyclopedia of the Confederacy, Volume 4 .  (New York: Simon & Schuster, 1993), 1494-1495.

21 Muster Rolls; Compiled Service Records of Confederate Soldiers Who Served in Organizations From the State of Mississippi; 38th Cavalry; National Archives, Record Group 109, rolls 62-65. Cited hereafter as CSR-MS.

22 Pension application of Farris A. Fife; United States Pension Rolls.  16 January 1911, National Archives Record Group 109.


Chapter II

When this you see remember me, though many a mile apart we be, when I am where you cannot be, fare away in the battle field.1

– Sgt. James W. Thornhill of the Johnston Avengers

Like most regiments recruited during the Civil War, the history of the 38th Mississippi Infantry is firmly rooted at the county level.  The rank and file of the unit were drawn from thirteen counties to fill the ten companies of the regiment.

The initial process of organizing a company for the war was a task usually carried out by a man of wealth and prominence in the community, and this pattern was repeated during the 38th’s formation.  When approximately 100 men were recruited, an election was held by the soldiers of the company to choose the officers who would lead them.  Quite often the captaincy was won by the man who organized the company, and the other officers were selected from among the most influential men of the community.2

The 38th’s ten companies represented a broad cross section of the magnolia state: 38th Countiescompanies hailed from such geographically diverse regions as Holmes and Attala Counties in Central Mississippi, from Hancock County on the Gulf Coast, Newton County in the east, and from Claiborne County in the west bordering the Mississippi River.3

As a source of local pride and identity, each company assigned to a new unit would select a distinctive nickname for itself.4  Once the regimental organization was complete, each company was given a letter designation from A through K, omitting the letter J.  This was done to avoid confusion, for in the cursive script of the day the letters I and J looked very much alike, and the army wanted to make sure there were no mistakes in written orders.5

The company letter designations were assigned based on the seniority of the individual company commanders.  For example, the captain with the earliest date of commission had his company designated A, the next in seniority B, and so on down the line.

These designations were important for they determined where the companies were placed in a line of battle.  From right to left the companies were lined up in the following order:  A, F, D, I, C, H, E, K, G, B.  This formation was used because it allowed the five senior captains to be spread evenly throughout the line of battle.6

When the 38th Mississippi Infantry was organized in May 1862, the individual companies were designated as follows:

Company A – Holmes County Volunteers

Company B – Van Dorn Guards

Company C – Hancock Rebels

Company D – Wilkinson Guards

Company E – White Rebels

Company F – Johnston Avengers

Company G – Wolf Creek Marksmen

Company H – Price Relief

Company I – Columbia Guards

Company K – Brent Rifles7

The senior company in the regiment was the Holmes County Volunteers, who were organized in Lexington on March 17, 1862, with the election of Walter L. Keirn as Captain, John S. Hoskins as 1st Lieutenant, John Clower as 2nd Lieutenant, and Thomas E. Dyson 3rd Lieutenant.8

It is easy to see why the men of Company A chose Walter Keirn to be their leader.  Hailing from one of the most distinguished families in Holmes County, Keirn was the grandson of Walter Leake, Governor of Mississippi from 1822 – 1825.9  His family provided him with an excellent education, sending him to Princeton University where he graduated in 1848.  He then enrolled in the Philadelphia (Pennsylvania) School of Medicine, earning his medical degree in 1850.10

In January 1861, Keirn served as a delegate from Holmes County to the Mississippi Secession Convention, siding with the staunch secessionists.  He voted against amendments to keep Mississippi in the Union or even delay her departure, and on January 9, 1861, he joined with the majority by voting in favor of the Ordinance of Secession.11

The second company raised for the regiment was the Van Dorn Guards of Claiborne County, organized at Rocky Springs on March 19, 1862, with the election of Robert C. McCay as Captain, John J. Harper as 1st Lieutenant, William L. Faulk as 2nd Lieutenant, and E. T. Harrington as 3rd Lieutenant.12

A native of Claiborne County, Robert Cochran McCay operated a mercantile at Rocky Springs and advertised that he carried “All articles usually kept in a country store.”13  The men in the Van Dorn Guards chose well, for McCay proved to be an excellent leader and his abilities marked him for promotion to a field grade position in the regiment.  As Major of the 38th Mississippi, McCay was destined to lead his command through one of the bloodiest days in its history – a desperate, near suicidal assault at Harrisburg, Mississippi on a scorching hot day in July, 1864.14

The third company to be raised was the Hancock Rebels of Hancock County, organized on March 25, 1862, at Hobolochitto, (modern Picayune), Mississippi.  Daniel B. Seal was elected Captain of the unit, W. F. Seal the 1st Lieutenant, H. J. Stewart the 2nd Lieutenant, and Hiram Smith the 3rd Lieutenant.15

Daniel Seal was born February 24, 1836, on his father’s plantation in Hancock County.  As

Daniel B. Seal
Post-war picture of Captain Daniel B. Seal (Goodspeed’s Biographical and Historical Memoirs of Mississippi.) 

he grew older he became interested in the legal profession and decided on a career as a lawyer.  In 1861 he was admitted to the bar in Hancock County and began his practice.  Not content to rest on his laurels, that same year he ran for a seat in the state legislature and won.  When elected Captain of the Hancock Rebels, Seal was still serving in the legislature and continued to do so throughout his term of service with the regiment.16

With his credentials, Seal seemed to have all of the skills necessary to be a good officer, but unfortunately for the regiment, he brought one other skill to the mix – he was a first class troublemaker.   His intrigues and schemes in order to win promotion eventually forced almost every officer in the unit to take sides against him.17  If this was not bad enough, Seal’s lack of leadership and discipline led to a complete breakdown of unit morale, and his company had the highest desertion rate of the entire regiment.

The fourth company to enter service was the Wilkinson Guards of Wilkinson County,

J.H. Jones Portrait
Post-War portrait of James Henry Jones, captain of the Wilkinson Guards. (Clarion-Ledger, April 3, 1955)

organized on April 1, 1862, at Woodville with the election of James H. Jones as Captain, Robert L. F. Bullock 1st Lieutenant, Hansford Lanehart 2nd Lieutenant, and James Scudder 3rd Lieutenant.18

James Henry Jones was born in Autauga County, Alabama, in 1838.  His father John E. Jones was a successful lawyer and member of the Alabama State Legislature.  Captain Jones attended the University of Mississippi graduating first in the class of 1858.  Following in his father’s footsteps, he studied law, and in 1859 was admitted to the bar in Woodville, Mississippi.  Shortly thereafter the lure of the west called, and Jones moved to Bastrop, Texas, where he set up a law office.

At the outbreak of the war Jones returned to Mississippi and joined the Confederate army as a private for 60 days service under Brigadier General James L. Alcorn.  After his release from service, Jones went back to Wilkinson County and helped to raise the Wilkinson Guards.  Enlisting with him were his three younger brothers; John age 18, Robert, age 15, and Elisha, age 14.  Of the four Jones brothers who went to war in 1862, only James survived; he lived to see all three of his siblings die on the battlefield.19

A prolific writer in the post-war years, Jones made it his mission in life to make sure the 38th Mississippi’s contributions to the war effort were not forgotten.  The articles and letters he wrote about the regiment constitute the largest single source of information on the unit.

The fifth company to be formed was the White Rebels of Lawrence County, organized at Silver Creek on April 24, 1862, with the election of James F. White as Captain, James A. Bass as 1st Lieutenant, Milton Griffith as 2nd Lieutenant, and Sanders E. Parkman as 3rd Lieutenant.  After only two months in command of the company, Captain White resigned his commission for unspecified reasons and left the unit.  To fill the vacancy, the men held a new election and chose C. L. Gilmer to be their new Captain.20

Following his resignation from the Rebels, White accepted a commission as Captain of Company I, 2nd Mississippi Cavalry from Monroe County.21  Captain White named his new command the Lula White Rebels, a move that caused many future historians to confuse this unit with his old one.  An example of  the problems caused by the similar names exists in Dunbar Rowland’s Military History of Mississippi 1803-1898, which is considered by many to be the best reference guide ever written about the Mississippi units that served in the Civil War.  In his work, Rowland lists the Lula White Rebels as serving in both the 2nd Mississippi Cavalry and the 38th Mississippi Infantry, while leaving the White Rebels out completely.22

The sixth company to be organized was the Johnston Avengers of Copiah County, with

John Jasper Green
Post-War Photo of John J. Green, elected 2nd Lieutenant in the Johnston Avengers in May 1862. (

the election of officers taking place on May 3, 1862, in Hazlehurst.  Leander M. Graves was picked for Captain, Cornelius McLaurin for 1st Lieutenant, John J. Green for 2nd Lieutenant, and William B. Graves for 3rd Lieutenant.23

Elections for company officers often degenerated into wild affairs, with the candidates vying to see which could offer the men the best bribe for their votes.  Leander Graves came up with a particularly effective appeal, promising the company “…his men shall not stay in camps when they get sick if he can help it.”24

The seventh company to enter service was the Wolf Creek Marksmen of Attala County, organized on May 7, 1862, in Multona Springs with the election of Jerry Dishman as Captain, R. J. Hubbert as 1st Lieutenant, Berry M. Black as 2nd Lieutenant, and John F. Anderson as 3rd Lieutenant.25

Like many other novice officers new to military life, Captain Dishman struggled to learn the many duties required by his new position.  One of the most difficult tasks facing a new officer was learning the complex series of infantry drills necessary for moving a regiment both on the march and in line of battle.  Trying to learn the rudiments of drill while simultaneously teaching it to raw recruits, some of whom did not know their left foot from their right foot, must have been a frustrating experience.  Historian James Robertson described the problem as “…the ignorant leading the uneducated.”26

The job turned out to be more than he could handle, and Dishman was forced to admit to an officer’s examination board  that he “…acknowledged his incapacity for his position and his ignorance of its duties…”27  The captain resigned his commission after making this frank statement to the board, and took a job in a tannery making shoes for the Confederate army.28

The eighth company, the Price Relief, was organized in Jackson, Hinds County, on April 24, 1862, with the election of William M. Estelle as Captain, George H. Robertson as 1st Lieutenant, Moses H. Curry as 2nd Lieutenant, and John E. Tarpley as 3rd Lieutenant.  The Price Relief was somewhat unusual in that the men were recruited from four counties instead of the usual one or two.  The majority of the soldiers were recruited from Hinds County, but there were substantial numbers from Scott, Madison and Newton Counties as well.29

There is no explanation in the records for why the Price Relief were recruited from such a large area, but the heavy recruiting efforts in the state may have made it necessary to travel farther a field to fill up the company.

Among the officers of the 38th Mississippi, Captain Estelle was one of the most experienced officers in the regiment in terms of leading soldiers in the field.  He gained his experience during the Mexican War serving in the 2nd Mississippi Infantry Regiment from 1846 – 1848.  The 22-year-old Estelle began his service as a 2nd Lieutenant in the Panola Boys, Company I of the regiment, and in July, 1847, he was promoted to Captain to fill the vacancy caused by the resignation of A. A. Overton.30

Business Advertisement of William M. Estelle (Semi-Weekly Mississippian, November 25, 1856)

The 2nd Mississippi arrived in Mexico after hostilities had ended, and the regiment was relegated to performing guard duty until their return home in the summer of 1848.31  Even though he did not see combat in Mexico, Captain Estelle gained valuable experience in the complex business of leading citizen soldiers in the field.  This experience was put to good use in turning the raw recruits in the Price Relief into combat ready soldiers.

The ninth company to be raised was the Columbia Guards, organized in Columbia, Marion County, on March 25, 1862.  The company elected Franklin W. Foxworth as its Captain, Alexander E. S. Foxworth 1st Lieutenant, John Applewhite 2nd Lieutenant, and William J. Ball the 3rd Lieutenant.32

Franklin William Foxworth was born on his parent’s farm three miles south of Columbia in 1839, and by 1860 he was working as a plantation overseer in Marion County.33  When the war started he enlisted in Company D, 7th Mississippi Infantry, along with his brothers George and Job.  Elected a 2nd Lieutenant by the company, Franklin was forced to resign soon after his promotion because of ill health.34

Once he recovered from his sickness, Franklin joined the Columbia Guards and was elected captain of the company.  Soon thereafter he was promoted to major, and the vacancy was filled by his brother Alexander, who remained captain of the Guards until the end of the war.35

Rounding out the regiment as the tenth and final company was the Brent Rifles of Pike County, organized in Holmesville on April 26, 1862.  Preston Brent was elected Captain, Henry S. Brumfield the 1st Lieutenant, David C. Walker the 2nd Lieutenant, and James C. Williams the 3rd Lieutenant.36

Born in Copiah County on May 25, 1833, Preston Brent was something of a rarity among the officers of the 38th Mississippi in that he had received his formal education at a military school.  He attended the Western Military Institute at Drennon Springs, Kentucky, and upon graduating returned to Mississippi about 1857 and settled in Pike County.37

Western Military Institute (1853)
Illustration from 1853 of the Western Military Institute (Kentucky Historical Society, Catalog Number 2004.41.39)

In October 1859, the South was shaken by John Brown’s raid on Harpers Ferry, Virginia.  This aborted slave uprising alarmed Southerners who responded by forming militia companies to protect their communities from future uprisings.  Preston Brent formed such a unit in Holmesville named the Quitman Guards, and as a reward for his efforts, he was elected captain of the unit.  When the war broke out the company responded immediately to President Jefferson Davis’s call for troops to defend Pensacola, Florida.  Captain Brent was unable to go however as he could not leave his farm unattended on such short notice, so he was forced to resign from the company.38

Brent proceeded to put his personal affairs in order, and in September 1861, responded to Governor John J. Pettus’ call for 10,000 volunteers to serve under General Albert Sidney Johnston in Kentucky.  Elected Lieutenant Colonel of the 1st Regiment, General James L. Alcorn’s Brigade, he spent a long hard winter as part of Johnston’s line of defense in Central Kentucky.  The 1st Regiment saw no action during its time in the Bluegrass State, and was eventually sent back to Mississippi where it mustered out of service in February 1862.39

By an act of providence, Brent returned to Pike County just in time to help raise a new

Preston Brent
Colonel Preston Brent (Photo courtesy of R. Brent Vasseur)

company for the war, one that was destined to bear his name and become part of the 38th Mississippi.  This was a fortunate circumstance for the regiment, for Preston Brent proved himself to be an excellent leader and guiding force in unit.  Pike County historian Luke Ward Conerly wrote of the traits that made Brent a good officer, saying he was “…cool headed, quiet, unassuming, gallant and brave, an able commander, a hero in the flash and flail and din of battle…”40

When each company of the 38th completed its initial organization, the new soldiers had to say their good-byes and prepare to leave their homes and families.  Many years after the war Alfred Faulk reminisced about the farewell celebration the community gave his father William and the rest of the Van Dorn Guards in April 1862: “Everybody celebrated that night at Port Gibson…Merrymaking continued in the streets until dawn.”41  As the men marched off to war they confidently boasted to the townspeople, “We’ll lick the Yankees before breakfast.”42  Eleazer W. Thornhill of the White Rebels remembered when his company left home:

We went from Lawrence Co., to Brookhaven, and there got aboard the cars, and went to Jackson, Miss.  When we left, there was a lot of handkerchief and hat shaking.  Many a man that left there that morning never came back again.  We were cheered repeatedly on our way to Jackson.43

Celebrations such as those held for the Van Dorn Guards and White Rebels were reenacted throughout Mississippi as the other eight companies that comprised the 38th Mississippi marched off to defend their state.  Few if any of these men could have realized the trials in store for them over the next three years.  Some died in battle; many more died of disease; all faced privation and suffering.  The survivors returned to find their homes and communities in ruins after the scourge of war had swept over the land, with Mississippi forever altered by the storm of death and destruction.

The rendezvous point for the individual companies was Jackson, the capitol of Mississippi, a destination that required most to travel by train, a novelty for many of the men in the regiment.  Most were from rural areas, and for a number of them this trip was their first time away from home.  This excitement must have been lost on John C. Luper of the White Rebels who wrote his wife matter-of-factly about the trip, “Mary we go to Brookhaven on Thurs. night and have to stay there till Sat. night, we landed in Jackson all well.”44

Upon arrival in Jackson the ten companies were placed under the command of Colonel Fleming W. Adams of Harrison County who had been given authority to raise a regiment by the Confederate War Department.45  Information on Colonel Adams’ pre-war life is sparse, but the records that survive indicate he was a man of some wealth and influence in Mississippi.

At the outbreak of the war 31 year old Fleming W. Adams volunteered for service with an infantry company from Handsboro, Harrison County, Mississippi. On May 20, 1861, Adams was elected captain of the company, which the men named in his honor the Adams Rifles.  His election must have been a forgone conclusion because even before the vote, Adams was already working to have the company accepted for service by the Confederate Government.  On May 17, Adams’ older brother Robert wrote President Jefferson Davis to request that the Adams Rifles be received into Confederate service.  He told the president that his brother was “…anxious for an early opportunity of testing the nerves of Black Republicans.”46

The Adams Rifles were accepted into the army and designated Company E, 20th Mississippi Infantry.  The regiment was ordered to Western Virginia to serve under Brigadier General John B. Floyd, and in November 1861 they participated in several small skirmishes with the Yankees.  In December Floyd’s command, including the 20th, was transferred to Central Kentucky to serve under General Albert Sidney Johnston.47

About the same time the regiment was transferred, Captain Adams began a political lobbying effort designed to win him a promotion to colonel of an infantry regiment.  To hasten this end, Adams resigned from the 20th Mississippi and went to Richmond to press his case in person.  On January 17, 1862, he drafted a letter to Jefferson Davis, and as this document relates directly to the creation of the 38th Mississippi, it is worth quoting at length:


      Some friends in Congress inform me that a bill has just been passed authorizing the President to commission officers to raise Regts. & those friends knew I was just leaving for Miss. to raise a Regt. and that some Companies had already been tendered me, and hence informed me of this bill and advised me to apply to you for the commission of Col. at once.  I am confident I can raise a Regt. in a very short time and will be glad to have the commission of Col.  I have some Companies offered me as I stated to you a few days since.  My friends offer to recommend me to gain favor; but I suppose recommendations will be unnecessary.  I am known to you as well as to those willing to endorse me.  I will call tomorrow and hope to be able to see you…48

Contrary to what he told the president, Adams did have recommendations made on his behalf, as evidenced by a letter from Walker Brooke to Davis dated February 3, 1862.  Brooke was a well-known Vicksburg lawyer who served as a Mississippi delegate to the Provisional Confederate Congress.49  In his letter Brooke recommended Adams along with several other Mississippi officers for promotion.  He closed by saying These gentlemen are all now in the service and are efficient officers – Capt. Adams has I believe already some four or five companies ready to be mustered in for the war.”50

The campaign of self-promotion paid off for Adams as he was awarded a Colonel’s commission, and more importantly, authorization to raise a regiment of infantry.  As his letters indicate, Adams had already made considerable progress in this area as he had already made arrangements for several companies to join his new regiment.

When all ten companies reached Jackson, the first order of business in forming the

Memphis Daily Appeal, May 22, 1862
Article announcing the formation of the 38th Mississippi Infantry (Memphis Daily Appeal, May 22, 1863)

regiment was the election of field officers.  The voting was done on May 12, and the men confirmed the War Department’s appointment, electing Fleming W. Adams Colonel of the regiment.  For the other two command positions in the regiment, Preston Brent of the Brent Rifles was chosen for Lieutenant Colonel, and Franklin Foxworth of the Columbia Guards picked for Major.  The rank and file had made sensible choices, electing three men with some prior military experience to lead them, but of the three, only one of them would stand the test of time.  Major Foxworth lasted barely a month in his new position, tendering his resignation on June 15 without specifying a reason.  To fill the vacancy, the senior captain by date of rank, Walter L. Keirn of the Holmes County Volunteers assumed the duties of major and received his official promotion to that rank in August 1862.51

One of the basic flaws of the election of officers was that unqualified men could be, and were, elected to positions of great responsibility in a regiment.  The 38th certainly had its fair share, as Erastus Hoskins of the Holmes County Volunteers was promoted to assistant quartermaster in the regiment, and as such had considerable contact with the company officers; he confided to his wife his observations:

I write this to you – Dear – because I can do so without it going any farther…My dear to take the officers generally of this regiment – I think they are common and green.  The Col. – speaks of having some of them cashiered – (none of our boys) if he does he will have Charlie Gilmer appointed Captain in some of their places – I said cashier them – He will not exactly have that done – but have them examined & found incompetent, receive their resignation – and appoint Capt. & Lieut. in their place.52

Examinations were used to find and remove incompetent officers, and there were a number in the 38th who were weeded out by this process.  One officer who didn’t measure up was Captain Henry S. Brumfield of the Brent Rifles.  Failing his examination, the captain resigned from service by sending in the following letter:

I hereby tender this my resignation of the position I hold as Capt. of Co. K, 38th Regt. of Miss. Vols.  I do so for the following reasons.  I believe myself entirely unfit for the position, having no knowledge of military tactics & c.  I entered the service as a Lieut. and hoped that I would be able to make myself a competent officer, in this I find myself mistaken…I therefore respectfully ask that this my resignation be accepted.53

The examination process could remove the outright incompetents, but what it could not do was remove those officers who simply could not handle the strain of leading men in battle.  Combat leadership was especially important for the regimental field and staff officers, who were expected to lead their men by example through the chaos and blood of the battlefield.  Colonel Adams and Lieutenant Colonel Brent both had previous military experience, but neither one had been in combat – and it remained to be seen how they would do once the fighting started.  Erastus Hoskins wrote his wife about the regiments two top officers, and he made some interesting observations:

 Dear – we have what is generally deemed good-clever fellows as field officers.  Our Col. – very indolent – He lies about in the tent, smokes his pipe and takes his ease generally.  He has the capacity, and knows what to do.  He is tolerably profane though with all a very agreeable and easy to get a long with.  I like him notwithstanding he is lazy and profane.  Our Lt. Col. thus far is a perfect blank – he takes no command, and when on dress parade takes no position in the Regiment.  He may do better when there is a chance of a fight.  If I was in the Col. place I would stir him up.  He seems a very good easy clever fellow, and the companies who are well acquainted with him think a great deal of him.54

Hoskins observations about his commanding officers were not exactly a glowing recommendation, but it would take the true test of combat to determine just what kind of leaders Adams and Brent were.

With the election of officers complete, the regiment was assigned an official title: the 38th Mississippi Volunteer Infantry.  Over the course of the next three years the soldiers of the 38th became an extended family, bonded by their shared experiences of living together, fighting together, and in all too many cases, dying together.

During their stay in Jackson the new recruits were initiated into a soldier’s life, and like all men new to the service they wrote about their new experiences to the loved ones back home.  Documentation on this early period in the regiment’s history is scarce, but fortunately one soldier’s correspondence does survive, and it gives an interesting insight into how one enlisted soldier felt about army life.

The source of this material was Sergeant James W. Thornhill of the Johnston Avengers who left a pregnant wife and two small children at home when he marched off to war.  The sergeant cared very deeply for his family, and he wrote to them constantly to tell them how he was getting along.

One subject that was near and dear to the soldier’s heart was food, and Sgt. Thornhill had a lot to say on the subject:

We are getting along verry well hear so fare.  We have plenty to eat we get corn meal and flour and sugar and coffee and molasses and peas and pork and some gets beef but I have been lucky enough not to get any beef yet and I am in hopes I will not get any we get vinegar and soap and salt I think we are fareing verry well although som complain mightly as for my part I think we are doing verry well if we only could get tents…55

This time of plenty as described by Sgt. Thornhill soon became a distant memory as the regiment began active campaigning, and the men learned to survive on a bare-bones diet.

One common theme that appears in letters sent to the soldiers from home are warnings about the evils of military life.  Within the army camps existed every vice known to man, and for many new recruits, away from home for the first time, these temptations were well nigh irresistible.  Gambling, drinking, and profanity were all very common, and soldiers received constant reminders from home to stay on the straight and narrow.56  J. A.  Gillespie wrote to her brother William, a private in the Brent Rifles, to give him this warning:

Oh! William let me entreat you to beware of the sins of the camp.  Do not be tempted to join in them remember you have an angel wife in heaven and your hearts desire is to go to her.  Be a true Christian and perhaps you may influence others to do right.57

For men away from home for the first time, Jackson was an exciting place, and many in the 38th spent their free time exploring.  Sgt. Thornhill was one of these men, and he eagerly wrote to his wife Jane about what he had seen:

I expected when I come to Jackson that I should see everything that would entice a man to spend money but was mistaken for I can’t even get apiece of bread in the bakers shops but that makes no diference as long as we can get plenty in camps.  I have been to penitenuary but could not get in and also to the factory there you can see as many as twenty or thirty girls at work at one time some weaving and some warping some doing one thing and another and some of them the prettiest girls you ever saw.  I have been all over town for we have not been drilling any scarsly although I have been at liberty I have not stoaled over town as much as some of the boys.58

Once the novelty of camp life wore off, many soldiers suffered from bouts of homesickness, and Sgt. Thornhill was no exception.  On May 19 he wrote these moving words to Jane:

…but if I chance to never to return home remember that my heart is with you although I am fare away my heart is at home with them that is near and dear to me as my own life…the tears do flow in my eys as I am writing these lines to think of my loving wife and prattling little children who are left behind to suffer I know not what but do not greave but God helping them and me we will meet again shortly.59

Sadly, Sgt. Thornhill never saw his beloved wife and children again.  Less than two months after writing this letter he was dead of the measles, having never fought in a single battle.  The day after he poured out his heart-felt sentiments to his wife, the 38th Mississippi received orders to report to Corinth, a mere eight days after being mustered into service.  The men were green recruits, but the grave military situation in North Mississippi precluded the luxury of an extended training period.  The soldiers of the 38th had to learn the art of war from the front lines, and the lessons they learned were paid for in blood.60

1 James W. Thornhill to Jane Thornhill, 18 May 1862.  Original letter is owned by Mrs. Norma Fortenberry (Osyka, MS).

2 Bell I. Wiley, The Life of Johnny Reb (Baton Rouge: Louisiana State University Press, 1990), 19-20.

3 Muster roll, CSR-MS, Record Group 9, rolls 62-65.

4 Wiley, 20.

5 Dominick J. Dal Bello, Parade, Inspection and Basic Evolutions of the Infantry Battalion (Santa Barbara, CA: By the author, 1996), 7.

6 Ibid.

7 Muster roll, CSR-MS, Record Group 9, roll 62.  Note: The nickname of the White Rebels does not appear in the Compiled Service Records; see War of the Rebellion: Official Records of the Union and Confederate Armies; (Washington, D. C., 1880-1902), Series 4, Volume 2, 934.

8 Muster roll, CSR-MS, Record Group 9, roll 62.

9 Walter Keirn subject file, Mississippi Department of Archives and History.  Also see Cecil L. Summers, The Governors of Mississippi (Gretna, Louisiana: Pelican Publishing, 1980), 45-46.

10 Walter Keirn subject file, Mississippi Department of Archives and History; Letter from Mikey Keirn to Author, May 10, 1997.

11 Journal of the Mississippi Secession Convention  (Mississippi Commission on the War Between the States, 1962), 5-16.

12 Muster roll, CSR-MS, Record Group 9, roll 62.

13 Dunbar Rowland, Mississippi, Comprising Sketches of Counties, Towns, Events, Institutions, and Persons, Arranged in Cyclopedic Form (3 Volumes) (Atlanta GA: Southern Historical Publishing Association, 1907), Volume 3, 569; Merchants Invoice, Robert C. McCay, 1 January 1859.  The original is owned by George Slaton of Wilmington, NC.

14 Muster roll, CSR-MS, Record Group 9, roll 64.

15 Ibid., roll 62.

16 Goodspeed’s Biographical and Historical Memoirs of Mississippi  (Chicago: Goodspeed Publishing Co., 1891), Volume 2, 732-733.

17 Preston Brent to Louis Hebert, 22 December 1862.  Robert C. McCay Papers, Mississippi Department of Archives and History.

18 Muster roll, CSR-MS, Record Group 9, roll 62.

19 Goodspeed’s, Volume 1, 1055-1056.

20 Muster roll, CSR-MS, Record Group 9, roll 62.

21 W. A. Evans, Mother Monroe (Aberdeen, MS: Monroe Publishing Company, 1979), 107.

22 Dunbar Rowland, Military History of Mississippi 1803-1898  (Spartanburg, SC: The Reprint Company, 1978), 330, 403.

23 Muster roll, CSR-MS, Record Group 9, roll 62.

24 James W. Thornhill to Jane Thornhill, 18 May 1862.  Original letter owned by Mrs. Norma Fortenberry (Osyka, MS).

25 Muster roll, CSR-MS, Record Group 9, roll 62.

26 James I. Robertson Jr., Soldiers Blue & Gray  (New York: Warner Books, 1991), 49.

27 Minutes, Officers Examination Board, 8 July 1862, Compiled Service Records of Confederate Soldiers Who Served in Organizations From the State of Alabama; 37th Infantry, Service Record of Moses B. Green, National Archives, Record Group 109, roll 369.

28 Confederate Pension Application, Mrs. Bettie Dishman; May, 1914; Texas State Library and Archives Commission; (Austin, TX).

29 Muster roll, CSR-MS, Record Group 9, rolls 62-65.

30 Muster roll; Compiled Service Records of Volunteer Soldiers Who Served During the Mexican War in Organizations From Mississippi;  2nd Infantry; National Archives, Record Group 58, Roll 4.

31 Rowland, Military History, 30-31.

32 Muster roll, CSR-MS, Record Group 9, roll 62.

33 History of Marion County Mississippi; (Marion County Historical Society, 1976), 83.  See also United States Bureau of the Census.  Marion County, Mississippi, 1860.  Roll 586, Mississippi Department of Archives and History.

34 Muster roll, CSR-MS, Record Group 9, 7th Infantry; roll 161.  Also see the Job Foxworth Diary, 12 February 1862, Mississippi Department of Archives and History.

35 Muster roll, CSR-MS, Record Group 9, roll 63.

36 Ibid., roll 62.

37 Undated newspaper clipping; the original clipping is owned by Paul Crawford of Brookhaven, MS.

38 Luke Ward Conerly, Pike County Mississippi 1798 – 1876  (Nashville: Brandon Printing Company, 1909), 137, 160.

39 Rowland, Military History, 368-369.

40 McComb (Mississippi) City Enterprise, 29 January 1903, Mississippi Department of Archives and History.

41 Vicksburg (Mississippi) Sunday Post, 3 July 1988.

42 Ibid.

43 Eleazer W. Thornhill Memoir.  Original is owned by Stanley Francis of Duncanville, TX .  A copy is in the collections of the Old Court House Museum, Vicksburg, MS.

44 John C. Luper to Mary Luper, 12 May 1862.  A copy is owned by Mrs. Margie Halthorn (Columbia, MS).

45 Roster, CSR-MS, Record Group 9, roll 62.

46 Robert L. Adams to Jefferson Davis, 17 May 1861, Letters Received By The Confederate Secretary of War, 1861-1865 (Cited hereafter as Secretary of War), National Archives, Record Group 109, roll 2, #804-1861.

47 Rowland, Military History, 236-237.

48 Fleming W. Adams to Jefferson Davis, 17 January 1862, Secretary of War, National Archives, Record Group 109, #9910.

49 Ezra J. Warner and W. Buck Yearns, Biographical Register of the Confederate Congress  (Baton Rouge: Louisiana State University Press, 1975), 34, 291.

50 Walker Brooke to Jefferson Davis, 3 February 1862, Secretary of War, #10293-1862.

51 Muster roll, CSR-MS, Record Group 109, roll 63;  Robert C. McCay to Louis Hebert, Undated letter, McCay Papers, Mississippi Department of Archives and History.

52 Erastus Hoskins to “Lou” Hoskins, 22 June 1862, Erastus Hoskins Letters, Alderman Library, University of Virginia, Charlottesville, VA.  Cited hereafter as Erastus Hoskins Letters.

53 Muster roll, CSR-MS, Record Group 109, roll 62.

54 Erastus Hoskins Letters, 22 June 1862.

55 James W. Thornhill  to Jane Thornhill, 18 May 1862.  Original letters of Thornhill are owned by Mrs. Norma Fortenberry (Osyka, MS).

56 Robertson, 101.

57 J. A. Gillespie to William Allen, 30 June 1862.  Original letters are in the William Allen Collection, Hill Memorial Library, Louisiana State University.

58 James W. Thornhill to Jane Thornhill, 18 May 1862.  Original letters are owned by Mrs. Norma Fortenberry (Osyka, MS).

59 Ibid, 19 May 1862.

60 Rowland, Military History, 331.


Chapter III

Going to See The Elephant

My prayer is that God will soon end this unholy war for it seems that the country will be ruined and oh! the desolate firesides that it has caused.1

Mrs. J. A. Gillespie to her brother William,

July 25, 1862.

On May 20, 1862, the 38th Mississippi was ordered to fall in and the long gray column of men was marched to the railroad depot where they boarded the trains that took them to the seat of war.  The men traveled north on the Mississippi Central Railroad, and upon arrival in Grenada the regiment was sent to a camp of instruction for several days of much needed training before being sent on the Corinth.2

After leaving Grenada, the regiment traveled on to Corinth, but the exact route taken is not known, but it must have been a long, exhausting, and dusty trip.  There was no direct railway linking Grenada with Corinth, and the existing route that crossed into Tennessee before turning south and continuing on to Corinth was already cut by the Union army.  With this in mind, the most likely route taken by the 38th was to continue north by rail on the Mississippi Central to a point near Oxford, Mississippi.  There they would have to leave the trains and march overland due east until they struck the Mobile and Ohio Railroad.  From that point they could travel directly to Corinth by rail.

Snap 2017-12-27 at 14.29.28
Wartime Illustration of Corinth, Mississippi (Harper’s Weekly, June 21, 1862)

The long and exhausting trip to Corinth gave the men plenty of time to think about the serious threat to the army they were about to join.  After the battle of Shiloh on April 6-7, 1862, the rebels under the command of General P. G. T. Beauregard retreated back to Corinth and quickly set to work improving the defenses protecting the city.  The Confederates had plenty of incentive to work hard because the victorious Union army under the command of Major General Henry W. Halleck had begun a slow and methodical advance towards the rapidly entrenching Rebels.  Halleck’s massive blue-clad army, 110,000 men strong, inched towards Corinth, taking nearly a month to reach their objective, arriving on the outskirts of the city on May 25.  To oppose this force Beauregard had only 66,000 men, including the half-trained reinforcements such as the 38th Mississippi that were being rushed to his aid.3

The exact day the 38th arrived in Corinth is not known, but it was probably on or before May 27.  That was the day the regiment was issued weapons and it seems likely this occurred after the reached Corinth.  The 38th was issued 405 percussion muskets and 405 sets of accouterments for them – cartridge boxes, cap boxes, bayonet scabbards, and waist belts.4  The firearms given to the men were .69 smoothbore muskets, a weapon that was obsolete even before the war began.  Guns such as these had a maximum range of 100 yards and an effective range of 50 yards, so anyone armed with such a weapon had to be in close contact with the enemy to have any hope of hitting him.  In the decade prior to the Civil War, great advances had been made in firearms technology, most notably the development of a rifle that was practical for military use.  The rifle made use of a grooved barrel to impart spin on an elongated bullet, greatly increasing its accuracy and range.  In the hands of a trained marksman, an individual target could be hit from as far away as 600 yards.  The South had few rifles at the beginning of the war, and was in fact hard pressed to provide all of its soldiers with smoothbore weapons.  The men of the 38th would be at a distinct disadvantage if they came up against rifle equipped Federals, but until they were issued better weapons or acquired them on the battlefield, the “pumpkin slingers” would have to do.5

The men soon had a chance to test their weapons as the 38th was ordered to the front lines shortly after their arrival at Corinth.  On May 28th, one day after receiving their muskets, the regiment suffered its first combat casualties.  Privates William P. Cotton and Ed Ellis of Company A were both wounded while on picket duty out in front of the main entrenchments.6

Realizing he was hopelessly outnumbered, General Beauregard ordered his army to abandon Corinth on May 29, 1862.  Retreating to the southwest, the Rebels marched along the Mobile and Ohio Railroad 52 miles to Tupelo, arriving on June 9.  The soldiers were quickly put to work building a series of earthworks around the city to strengthen its defenses.7

Retreating to Tupelo exposed the men of the 38th to their first real hardships of the war, and for most it was a rude awakening.  On June 10, 1862, Sgt. Thornhill wrote home describing conditions in the regiment:

…my dear companion a soldiers life is a hard life I will assure you we have tight times hear we get tolerable plenty of flour but not greese only what little we can get out of what little bacon we get and that is mighty little and you know that it is sorry living we get a little molasses sometimes no coffee nor no rice a little fresh beef and that is sorry eating we have been retreating now for two weeks but I think we will stop for a while.8

During the retreat the suffering of the soldiers in the 38th was compounded by the large-scale outbreak of disease that swept through the ranks of the regiment.  Most Confederate soldiers, the 38th included, came from rural backgrounds and had never been exposed to the diseases that were common to city-born troops.  Consequently, when exposed to large groups for the first time in their lives, they fell sick in alarming numbers.9

In the 38th Mississippi, the casualties from disease were staggering: during the course of the war 218 men in the regiment died of disease, more than twice the number that were killed in combat.  190 of these men died during the regiments first nine months of service, after their initial exposure to these new diseases.  As the war went on the number of deaths due to disease tapered off as the survivors built up immunity; after nine months service, the regiment lost only 28 more men to disease for the remainder of the war.10

The Wilkinson Guards had the dubious distinction of losing more men to disease than any other company in the regiment.  An examination of one muster roll for the company reveals just how fast an epidemic could devastate a unit.  For the period from April 9, 1862 – June 20, 1862, 32 of the 128 men in the Guards died of disease.11 The other companies in the regiment were hard-hit as well; Sgt. Thornhill graphically described the effects that disease had on the Johnston Avengers:

…this leaves me in tolerable health although I am not well I have something similar to the mumps my jaws has been swelled and sore for several days but they are better now I do not think I have got the mumps.  J. J. Erwin and W. L. Owens are gone to hospital Isham has the measles this morning they are broak out right smart.  J. C. Erwin is sick and Elisha Breland is sick he has the measles…12

This was the last letter Sgt. Thornhill ever wrote to his family.  On July 3, 1862, he died at an army hospital in Columbus, Mississippi, a victim of the disease he described so well in his letter.13

James W. Thornhill
Certificate from the Confederate Adjutant and Inspector General’s Office concerning the death of Sergeant James W. Thornhill of the 38th Mississippi Infantry (Compiled Service Record of James W. Thornhill, 38th Mississippi Infantry; accessed on, December 27, 2017).

In the wake of this epidemic, the 38th Mississippi was left a shell of a regiment, in desperate need of more men to fill the depleted ranks.  In late June 1862, Colonel Adams received orders sending the unit to Columbus, Mississippi to recruit new men and build the 38th back up to fighting strength, but the contagion continued to plague the regiment.  On June 28th Erastus Hoskins, now the regimental quartermaster, wrote his wife with grim news about the effects of disease on the unit:

The health of the regiment has not improved any since we got here.  We send some to the hospital every day.  One company left home with a hundred and twenty men and has lost nineteen – they all died in hospitals.  Another company left home with one hundred twenty five and have lost twenty seven and I expect will lose another tonight…When a soldier dies in camp I have to get the coffin and the company bury him.   Some few have died in all the companies except in Captain Keirn’s.14

Due to the continuing sickness in the regiment, the effort to build up the strength of the 38th was largely ineffective.  Of the 963 men who started out from Jackson in May, only 322 remained to take part in the unit’s first fight at Iuka in September.15

The 38th remained in the Columbus area on recruiting duty until early August 1862 when

Colonel John D. Martin 2
Colonel John D. Martin was the 38th Mississippi’s Brigade commander at the Battle of Corinth. (

they were ordered to Saltillo to rejoin the army.  On returning, the regiment was finally assigned to a permanent command: Colonel John D. Martin’s Brigade, Brigadier General Henry Little’s Division, Major General Sterling Price’s Army of the West.16

To fully understand the 38th’s position in the chain of command, a brief overview of how Confederate armies were organized is in order.  At the very bottom of the chain was the regiment, the basic building block of an army.  On paper a regiment was 1000 men strong, but as in the 38th’s case, disease and combat could reduce a unit to one quarter of that number.  A Colonel commanded a regiment, and his job exposed him to a high degree of personal danger.  Regimental officers were expected to lead by example and inspire the men under them with a conspicuous display of personal bravery.  This leadership by example often worked wonders for unit morale, but it also led to very high casualties in the officer’s ranks.17

The next step up in the chain of command was the brigade, consisting of two or more regiments under the leadership of a colonel or brigadier general or colonel.  Confederate brigades were generally named after their commander, and to instill a sense of unity, regiments from the same state were grouped together whenever possible.18  The 38th was assigned to Martin’s Brigade, which consisted of the following units:

36th Mississippi Infantry

37th Mississippi Infantry

38th Mississippi Infantry

37th Alabama Infantry19

Leadership at the brigade level during the Civil war was very demanding job for the commanding officer.  His duties required not only personal bravery but also good management skills to keep control of the individual regiments in his brigade and have them fighting as a cohesive unit in the chaos of battle.20

The 38th was fortunate to have Colonel John D. Martin as their brigade commander, a veteran who had already proven his leadership ability on the field of battle.  Martin began his military service as the commanding officer of the 25th Mississippi Infantry, later designated the 2nd Confederate Infantry.  Martin led the 2nd at the bloody battle of Shiloh on April 6-7, 1862.  He showed his ability for higher command when late on the afternoon of the 6th he took over leadership of the brigade after the wounding of Brigadier General John S. Bowen.  Martin led the brigade very credibly throughout the remainder of the battle, marking himself for promotion to a more responsible position.21  A soldier in the 36th Mississippi Infantry said of him, “Col. Martin is a young man who, from appearances, has the vim necessary for a bold and dashing leader, and I believe is a favorite with the troops under his command.”22

The next level in the chain of command was the division, led by a brigadier general or

Henry L. Little
Brigadier General Henry L. Little was the 38th Mississippi’s Division Commander at the Battle of Corinth (

major general.  A division was made up of two or more brigades, and in combat it was the job of the division commander to remain close to his troops so that he could manage them effectively, but not get so close that he was sucked into the battle and lost control of the units under his command.23  Once again the 38th was fortunate to be placed under a very experienced division commander, Brigadier General Henry Little.  A 22-year veteran of the United States Army, Little resigned his commission in 1861 to fight for the Confederacy.  He first drew attention to himself for the way he handled his brigade at the battle of Elkhorn Tavern, Arkansas, and shortly thereafter he was promoted to lead a division.24  General Little commanded the 1st Division, composed of the following brigades:

1st Brigade – Colonel Elijah Gates

2nd Brigade – Brigadier General Louis Hebert

3rd Brigade – Brigadier General Martin E. Green

4th Brigade – Colonel John D. Martin25

At the top of the chain of command was the army, commanded by a general, lieutenant general, or major general.26  The Army of the West, commanded by Major General Sterling Price, consisted of two divisions of infantry:

1st Division – Brigadier General Henry Little

2nd Division – Brigadier General Dabney Maury

Rounding out the army was Brigadier General Frank C. Armstrong’s brigade of cavalry, and eleven batteries of artillery – nine attached directly to infantry brigades, and two serving as the reserve artillery.27  All told, Price had under his command approximately 17,000 men in the Army of the West.

The head of the army, Sterling Price, was a well-known figure in his home state of

Sterling Price
Major General Sterling Price (Library of Congress)

Missouri, having served as its governor from 1853-1857.  Although he initially opposed secession, Price took command of the pro-Confederate state militia because of his disgust at the methods used by unionists to keep the state from joining the Confederacy.  Price cared very much for the men he commanded, and they in turn were very fond of him and gave him the affectionate nickname “Old Pap.”  Price led his Missourians into battle at Wilson’s Creek and Lexington, in Missouri, and Elkhorn Tavern in Arkansas, where his men earned a well-deserved reputation as extremely tough soldiers.  In early May 1862, Price accepted a commission in the Confederate Army as Major General.28

On March 29, 1862, Price was ordered to move his army east of the Mississippi River and Join P. G. T. Beauregard’s army defending Corinth.  The Army of the West participated in the retreat from Corinth on May 29, and soon after their arrival at Tupelo Beauregard was relieved of command and replaced by  General Braxton Bragg.29  The new commander began transferring the bulk of his troops to Chattanooga on July 21, a move that culminated in a Rebel invasion of Kentucky.  With the bulk of the army transferred out of state, only two organized Confederate forces were left to defend Mississippi: Price’s Army of the West, stationed in the northeast part of the state, and Major General Earl Van Dorn’s army garrisoned at Vicksburg.  To aid his movement into Kentucky, Bragg charged Price with keeping pressure on the federal troops in the vicinity of Corinth under the command of Major General William S. Rosecrans.  By maintaining a threat to Corinth, it was hoped that the Union general would not send reinforcements to the Federal army opposing Bragg in Kentucky.30

By late August 1862, Bragg had his army marching through Tennessee in route to Kentucky, and three Union divisions were detached from Rosecrans and sent to the aid of Major General Don Carlos Buell.  In early September Price began receiving reports indicating Rosecrans was preparing to move his entire force to join Buell.  With very clear orders from Bragg to prevent such reinforcements from taking place, Price put the Army of the West into motion on September 11, 1862, with his destination Iuka, Mississippi in the northeast corner of the state.31

Martin’s Brigade was positioned at the head of the army and spent much of the march on picket duty well out in front of the main Rebel column, watchful for any sign of the Yankees.  As they advanced the men could plainly see how the war had ravaged the countryside.  Sergeant George P. Clarke of the 36th Mississippi Infantry described the desolation caused by the conflict:

Plantations were overgrown with briars and weeds, and the plows were rusting in the weedy furrows.  Those who had once followed them had already fallen in the heat of battle…an all pervading gloom brooded over the landscape and hill, and ghostly chimneys, surrounded by skeleton fences, proclaimed the fact that war is no child’s play.32

After three days of hard marching, the Rebels entered Iuka on the morning of September 14, only to find that Rosecrans had abandoned the town and retreated back to Corinth.33  Price had his men camp in the fields surrounding Iuka, and the 38th, along with the rest of the army, ate well from the abandoned commissary stores left behind by the federals in their hasty retreat.34

While Price was planning his next move, Major General Ulysses S. Grant, Union commander of the District of West Tennessee was formulating a trap to destroy the Rebels at Iuka.  Grant’s strategy called for Major General Edward O. C. Ord to take his 8,000 men at Corinth and march on Iuka from the northwest.  At the same time, a second column of 9,000 men commanded by General Rosecrans was to march on Iuka from the southwest, cutting Price’s line of retreat.  If the two Yankee columns hit Price at the same time, his army would be destroyed or forced to surrender.35

By September 19, Grant’s trap seemed well on its way to a successful conclusion.  Rebel scouts sent back reports of the Union force approaching from the north, and Price deployed his army to meet this threat.  However, the column under Rosecrans approaching from the south along the Jacinto road was undetected by Price’s men as the Yankees moved into a blocking position across the Rebels line of retreat.  Price finally received word of this movement at 2:30 p. m. on the 19th, and realizing the threat it posed, immediately ordered General Hebert’s Brigade into motion to meet this new danger.  Hebert made contact with the vanguard of the federal column one mile south of Iuka on the Jacinto road and took up a blocking position, forming his line of battle across the road.36

Grant planned to trap Sterling Price’s Army at Iuka with a pincer movement: Ord’s troops marching from the northwest and Rosecrans force from the southwest.  If the two federal columns could converge on Price at the same time, the Rebel general would be in a very difficult position.

Price realized one lone brigade couldn’t stop the powerful federal column without assistance, so he ordered General Little to take Martin’s Brigade and reinforce Hebert.  He was very concerned about the danger Rosecrans posed to his rear and he decided to accompany Little and personally monitor the situation on the Jacinto road.37

As Martin marched his men at the double-quick down the Jacinto road towards the sounds of battle, the soldiers of the 38th Mississippi had to face their own inner fears as they prepared to face their baptism of fire.  None of the men recorded their thoughts on the subject, but they were probably very similar to those expressed by Sgt. Clarke of the 36th Mississippi:

Every one felt that peculiar sensation that comes just on the eve of battle, and which only a soldier knows.  It has been described as something like the lump that gets into a young fellows throat when his about to ‘pop the question.’38

As General Little approached the front with Martin’s Brigade he found Hebert’s men engaged in a furious assault to capture the 11th Ohio Battery at the center of the Union line.39  After a quick examination of the situation, Little determined his first priority was to secure Hebert’s flanks, ordering Colonel Martin to take the 36th Mississippi and 37th Alabama and move them to support the left of the Rebel line.  Little took personal command of the 37th Mississippi and 38th Mississippi and moved them to protect Hebert’s right flank.  He placed the 38th with its left astride the Jacinto road, and the 37th to the right of her sister regiment.  After placing the two regiments into line of battle, Little ordered the gray ranks to advance after warning Colonel Adams and Colonel Robert McLain of the 37th not to fire as Hebert’s men were in front of them.40

Map of the Battle of Iuka (Civil War Trust,

As Adams and McLain marched towards the Union line, General Little remained behind to consult with General Price.  As the two talked on horseback, a stray bullet whistled under Price’s arm and struck Little in the head, killing him instantly.  In the confusion that followed, the advance of the 38th and 37th was forgotten and for all intents and purposes the Mississippians were on their own.41

In his report of the battle, Colonel Adams stated that once given the order to attack, he marched the 38th forward, keeping the regiments left flank aligned on the Jacinto road.  As they neared the Union line the regiment had to climb a gentle rise, and as they reached the top, Adams heard someone on his left in the road give the command to halt.  Assuming the order came from General Little, the Colonel halted the regiment in place.  This order came at the worst possible moment, for the 38th had crested the hill and was now in full view of the nearby Union line of battle.  The exposed Rebels made an excellent target, and the cannoneers of the 12th Wisconsin Light Artillery very quickly sighted in on the regiment and sent their explosive shells screaming into the 38th’s line.  The air was filled with hot metal as the projectiles exploded around the men, and Colonel Adams ordered the regiment to lie down to avoid the storm of shrapnel.42

Adams’ next actions are very confused, and a close examination of the records left by the participants is necessary to understand what transpired on the battlefield that day.  In his report of the action Colonel Adams stated:

The regiment halted and remained under a heavy fire for some time on the hill, when a command was given by some one on the left to fall back.  I asked who the command came from, but was unable to ascertain.  The regiment fell back some 50 or 60 yards with but little confusion, and were rapidly formed in line again.  We moved forward again under order to join with General [John] Whitfield’s command, but about this time the firing ceased in our front, and it becoming dark, I halted and remained in that position until some time in the night.43

Lieutenant Colonel Brent also submitted a report on the battle, and his account of the 38th’s retreat from the hill differs in one important aspect from that of Colonel Adams.  Brent stated when ordered to fall back, “…a portion of the regiment fell back in confusion, the remainder in good order.”44  Brent’s statement does not differ widely from that given by Adams, but it does indicate that the retreat of the 38th was more disorganized than the Colonel was willing to admit.  There are no further wartime sources relating to the 38th’s part in the battle of Iuka, but there is post-war evidence available that indicates that both of these reports were falsified to cover up a shocking case of cowardice on the part of Colonel Adams.  Captain James H. Jones of Company D made this damning accusation in his history of the Wilkinson Guards.  Jones wrote, “Participated in the battle of Iuka, and was one of two companies that stood after the flight of their Colonel from the fire of a masked battery.”45  One man’s charge of cowardice may be suspect, but Corporal Isiah Rush of the Van Dorn Guards confirmed Jones’s claim.  Rush applied for a Confederate soldiers pension in Texas in 1925, and on his application he wrote, “Adams, on account of cowardice at the battle of Iuka, resigned and Brent was elected Colonel.”46

Colonel Adams’s actions at Iuka begin to make sense when placed into context by the accusations of Jones and Rush.  The decision to halt the 38th on top of a hill in full view of the enemy’s artillery based on a command given by an unidentified individual is not the action of someone eager to come to blows with the Yankees.  Even worse, Adams’ account of the regiment’s retreat appears to be an outright lie to cover up for the fact that his actions led to a stampede to the rear by most of the regiment.

If the regiment did break in the face of the enemy, and the available evidence indicates that it did  (Jones and Rush wrote their accounts years apart, in different states, and neither published their writing) the blame must be placed at the feet of Colonel Adams.  The 38th Mississippi was a green unit fighting it its first battle, and the soldiers of the regiment looked to Colonel Adams for guidance and support.  When Adams lost his courage in the face of the enemy, it was only natural that it had a devastating effect on the morale of the men, and as a result many of them broke for the rear at the first opportunity.

Had Colonel Adams displayed a little more fortitude, the 38th might have played a significant part in the battle.  Historian Peter Cozzens asserts that Adams

…withdrew his Mississippians sixty yards at precisely the moment when their continued presence might have hastened the capture of the 11th Ohio Battery and provided the crucial reserves needed to carry the assault over the ridge…47

The 38th’s rapid departure from the field also caused problems for their sister regiment, the 37th Mississippi.  As that unit advanced, it was rocked by musket fire smashing into its right flank.  As the regiment wheeled to the right to deal with this threat, the 37th was hit again, this time on its exposed left flank where the 38th was supposed to be.  The enraged men of the 37th concluded

The Thirty-Eighth Mississippi had disappeared from their left at the same time McLain’s men took their first volley from that direction, leading them to conclude that their fellow Mississippians had run.48

As night settled over the battlefield, the fighting slowly sputtered to a halt, and the darkness was filled with the groans and cries of hundreds of wounded men.  The 38th’s casualty list reflects the short time the unit spent under fire: the regiment took 322 men into the battle, and of that number only 4 were killed and 4 wounded.  Among the dead was 2nd Lieutenant Jonathan M. Price of the White Rebels, who had the dubious distinction of being the first officer of the regiment killed in action.  The 38th also had 31 men missing, which is not surprising considering the nature of their chaotic flight from the front lines.49  Once the officers had completed the task of reforming the regiment, the 38th rejoined Martin’s Brigade and was posted on the front line to the left of Colonel Elijah Gates’ Brigade where they spent a fitful night in close proximity to the Union picket line.50

The Yankees and Rebels had fought each other to a draw on the first day of battle, and General Price intended to continue the contest the next day.  But during the night Price’s senior officers convinced him to withdraw because his army was in danger of being crushed between two Union forces.  Price had been very lucky on the 19th, for General Ord north of Iuka had not been able to hear the sounds of battle, and believing Rosecrans was still some distance from the town, refused to attack.  Price received another lucky break from General Rosecrans, who left the Fulton road leading south out of Iuka open and unguarded.  During the night Price marched his army down this path heading towards Bay Springs.51

As the 38th marched silently out of Iuka in the early morning hours of September 20, it did so without its colonel.  Claiming a knee injury in the fight, Adams relinquished command of the regiment to Lieutenant Colonel Brent.  On September 24, Adams sent in his resignation and requested a leave of absence until it was approved.  The colonel quietly faded away and was never seen again by the regiment.  With Adams gone, it was now in the hands of Preston Brent to build the 38th into a hard fighting regiment.52

The Rebel retreat ended at Baldwyn, Mississippi, but the bad luck that had plagued the 38th during the campaign did not end with Colonel Adams departure.  Sgt. Clarke of the 36th Mississippi observed one tragic incident involving the regiment and wrote about it in his memoir:

I am now going to relate one of the saddest and most heart rending incidents that came under my observation during the whole war.  There were two brothers in our Brigade – members I think, of the 38th Mississippi Regiment.  They had not been at home since their enlistment the winter before.  The day after our arrival at Baldwyn, their mother and sister arrived at the camp on a visit to them, bringing clothing and a box of delicacies from home.  The two brothers had been on picket or guard duty, and came up just as the two ladies arrived at the camp.  Their guns were loaded, and as they met the ladies one of them brought his gun to the ground with such force that by some means it fired, sending the whole load through the head of his brother, killing him instantly before he had time to return the salutations of his relatives.  Speak of heart rending cries and lamentations, but in all my life I never heard that which followed this accident exceeded.53

These brothers mentioned by Sgt. Clarke were J. G. and S. L. Leonard, members of the Van Dorn Guards from Claiborne County.  In his service record, J. G. Leonard is listed as “…accidentally killed on the retreat from Iuka, September 23, 1862.”  His brother S. L. Leonard later deserted from the regiment and never returned.54  It was a bad ending to a bad campaign for the 38th that left the regiment with a tarnished reputation.  But the fortunes of war gave them the chance to redeem themselves a few weeks later at the crossroads of Corinth, Mississippi.

1 J. A. Gillespie to William Allen, 25 July 1862.  Original letters are in the William Allen Collection, Hill Memorial Library, Louisiana State University.

2 James H. Jones, History of Company D.  Original manuscript is in the J. F. H. Claiborne Papers, University of North Carolina Library, (Chapel Hill, NC);  Roster of Company D, 38th Mississippi Infantry, Record Group 9, Mississippi Department of Archives and History.

3 Moneyhon and Roberts, 95, 140.

4 Ordnance Invoice, CSR-MS, Record Group 9, roll 62.

5 Henry Woodhead, ed., Echoes of Glory: Arms and Equipment of the Confederacy (Morristown, NJ: Time Life Books, 1991), 21-27.

6 Muster roll, CSR-MS, Record Group 9, rolls 62-63.

7 Peter Cozzens, The Darkest Days of the War: The Battles of Iuka & Corinth (Chapel Hill: University of North Carolina Press, 1997), 23.

8 James W. Thornhill to Jane Thornhill, 10 June 1862.  Original letters are owned by Mrs. Norma Fortenberry (Osyka, MS).

9 Wiley, 245-246.

10 Muster rolls, CSR-MS, Record Group 9, rolls 62-65.

11 Muster roll, Company D, 38th Mississippi Infantry, 9 April 1862 – 20 June 1862, National Archives, Record Group 109, Box 405.

12 James W. Thornhill to Jane Thornhill, 10 June 1862.  Original letters belong to Mrs. Norma Fortenberry (Osyka, MS).

13 Muster roll, CSR-MS, Record Group 9, roll 65.

14 Erastus Hoskins Letters, 28 June 1862.

15 Official Records, Series 1, Volume 17, Part 1, 133; Series 4, Volume 2, 934.

16 Rowland, Military History, 331.

17 Paddy Griffith, Battle in the Civil War (Field Books, 1986), 22.

18 Mark M. Boatner III, The Civil War Dictionary (New York: David McKay Company, 1959), 612; Griffith, 22.

19 Rowland, Military History, 332.

20 Griffith, 22.

21 Stewart Sifakis, Compendium of the Confederate Armies: Mississippi  (New York: Facts on File, 1995), 114;  Official Records, Series 1, Volume 10, Part 1, 621-625.

22Letter from Gen. Price’s Army.”  Daily Mississippian, 12 September 1862.

23 Boatner, 611;  Griffith, 22.

24 Ezra J. Warner, Generals in Gray  (Baton Rouge: Louisiana State University Press, 1959), 188-189.

25 Cozzens, 325-326.

26 Griffith, 22.

27 Official Records, Series 1, Volume 17, Part 1, 374-375.

28 Warner, Generals in Gray, 246-247.

29 Cozzens, 12, 23.

30 Terry Winschel, “A Fierce Little Fight In Mississippi,” Civil War Times Magazine, August 1994, 52.

31 Ibid., 52-53.

32 George Powell Clarke, Reminiscence and Anecdotes of the War for Southern Independence (Decatur, MS: Privately Published, 1996), 40.

33 Winschel, 53.

34 Edwin C. Bearss, Decision in Mississippi (Little Rock: Pioneer Press, 1962), 21.

35 Ibid., 26-27.

36 Cozzens, 78.

37 Winschel, 57.

38 Clarke, 42.

39 Cozzens, 98-100.

40 Official Records, Series 1, Volume 17, Part 1, 131-135.

41 Cozzens, 100-101.

42 Bearss, Decision in Mississippi, 53;  Official Records, Series 1, Volume 17, Part 1, 135.

43 Official Records, Series 1, Volume 17, Part 1, 135.

44 Ibid.

45 Jones, History of Company D.

46 Pension application of Isiah Rush, September 1925, Texas Library and Archives Commission, (Austin, TX).

47 Cozzens, 101.

48 Ibid., 102-103.

49 Official Records, Series 1, Volume 17, Part 1, 133-136;  Muster roll, CSR-MS, Record Group 9, roll 64.

50 Bearss, Decision in Mississippi, 54.

51 Ibid., 34, 56-57.

52 Official Records, Series 1, Volume 17, Part 1, 135;  Muster roll, CSR-MS,

53 Clarke, 45.

54 Muster roll, CSR-MS, Record Group 9, roll 64.


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