The 38th NC Regiment was formed of volunteers who enlisted for twelve (12) months, and was organized at Camp Mangum, near Raleigh, NC, on January 17, 1862, under the command of Major J. J. Iredell, commander of the post. The regiment was composed of the following companies:

Company A—Spartan Band, Duplin County—Adolphus G. Moseley, Captain; 1st Lieutenant, David G. Morisey; 2nd Lieutenant, Alsa J. Brown; Junior 2nd Lieutenant, David M. Pearsall.
Company B—Men of Yadkin, Yadkin County—Columbus L. Cook, Captain; 1st Lt., Robert F. Armfield; 2nd Lt., Augustin W. Blackburn; Jr. 2nd Lt., Lewis F. Haynes.
Company C—Sampson Farmers, Sampson County—Peter B. Troublefield, Captain; 1st Lt., Rufus F. Allen; 2nd Lt., John T. Wilson; Junior 2nd Lt., Hinton J. Hudson.
Company D—Sampson Plowboys, Sampson County—John Ashford, Captain; 1st Lieutenant, Robert R. Bell; 2nd Lieutenant, Allen D. King; Junior 2nd Lieutenant, Henry C. Darden.
Company E—Richmond Boys, Richmond County—Oliver H. Dockery, Captain; 1st Lt., Sanders M. Ingram; 2nd Lt., Duncan G. McRae; Jr. 2nd Lt., Matthew T. Covington.
Company F—Catawba Wildcats, Catawba County—Joshua B. Little, Captain; 1st Lt., Daniel McD. Yount; 2nd Lt., Horace L. Robards; Jr. 2nd Lt., Daniel F. Roseman.
Company G—Rocky Face Rangers, Alexander County—George W Sharpe, Captain; 1st Lt., John E. Rheim; 2nd Lt., George W. Flowers; Jr. 2nd Lt., Joseph W. Stevenson.
Company H—Uwharrie Boys, Randolph County—Noah Rush, Captain; 1st Lieutenant, Lorenzo Dow Andrews; 2nd Lieutenant, Isaac N. Kearns; Jr. 2nd Lieutenant, Nelson F. Hopkins.
Company I—Cleveland Marksmen, Cleveland County—Oliver P Gardner, Captain; 1st Lieutenant, George Blanton; 2nd Lieutenant, David B. Magness; Jr. 2nd Lieutenant, Oliver P. Beam.
Company K—Carolina Boys, Cumberland County—Murdock McRae McLauchlin, Captain; 1st Lt., Angus Shaw; 2nd Lt., Archibald M. Smith; Jr. 2nd Lt., Daniel A. Monroe.

The regiment was organized (Company K being absent), by electing William J. Hoke, Lincoln County (Captain of Company K, Bethel Regiment), as Colonel; Captain Oliver H. Dockery, Richmond County, as Lieutenant Colonel; Captain George W Sharpe, Alexander County, as Major.

The following officers were then appointed:

Horace L. Robards, Granville County, Quartermaster (AQM).
Benjamin H. Sumner. Lincoln County, Commissary (ACS).
Miles M. Cowles, Yadkin County, Adjutant.
Peter W. Young, Granville County, Surgeon.
James Stuart DeVane, Duplin County, Assistant Surgeon.
David M. McIntire, Duplin County, Sergeant Major.
Marion J. Roseman, Catawba County, Quartermaster Sergeant.
William C. Webb, Cleveland County, Commissary Sergeant.
John O. Waters, Cleveland County, Color Sergeant.
Color Guard, J. J. Johnson, Company H; S. B. Herring, Company C; F. A. Clifton, Company C; J. H. Irving, Company G; D. A. Black, Company K.
Rev. Julian P. Faison, Chaplain, Duplin County.

2nd Lt. Robert W. Capel was elected Captain of Company E to succeed Capt. Oliver H. Dockery; 1st Lt. John E. Rheim of Company G was elected to succeed Capt. George W. Sharpe; George M. Yoder of Company F was elected 2nd Lieutenant to succeed Horace L. Robards; George W. Flowers of Company G was elected 1st Lieutenant to succeed 1st Lt. Johne E. Rheim; Oliver H. Patterson was elected 2nd Lieutenant to succeed George W. Flowers; Duncan G. McRae of Company E was elected 2nd Lieutenant to succeed Robert W. Capel.

On February 10, 1862 the 38th NC Regiment was ordered to proceed to Washington, NC; but on reaching Goldsborough the order was changed and the regiment ordered to Halifax, thence to Hamilton [Martin County]. On February 12th, under orders from Brig. Gen. Richard C. Gatlin (NC), the troops returned to Halifax, and then proceeded to Weldon to defend the [railroad] bridge at that point, reaching Camp Leventhorpe on the east side of the Roanoke River, near Garysburg, on February 14th. The regiment remained here until February 18th, when it was ordered to Camp Floyd, on the west side of the Roanoke River, near Weldon. While in camp at this place there was much sickness and many deaths. On February 21st, the regiment was ordered to Camp Vance, two (2) miles east of Goldsborough, on the Wilmington & Weldon Railroad, and on February 22nd, it was attached to the Third Brigade, Army of North Carolina, commanded by Brig. Gen. Joseph R. Anderson (VA). This brigade was composed of the 1st SC Regiment, Col. Daniel H. Hamilton; 34th NC Regiment, Col. Collette Leventhorpe; 38th NC Regiment, Col. William J. Hoke; 2nd GA Battalion, Captain Doyle; 3rd LA Battalion, Lt. Col. Charles M. Bradford. On April 8th, the 45th GA Regiment, Col. Thomas Hardeman, Jr., and on April 10th, 49th GA Regiment, Col. Andrew J. Lane, were attached to the brigade.

While here, the troops received news of the passage of the conscript law, which gave some dissatisfaction, because they thought it unfair to hold twelve-month troops for a longer time, but after careful consideration they cheerfully acquiesced. On April 18, 1862, Maj. Gen. Theophilus H. Holmes (NC), in command at Goldsborough, ordered the regiment at Camp Mason to re-organize for the war. The result was as follows:

Thomas S. Kenan Colonel, (did not accept); William J. Hoke re-elected on April 24th.
Robert F. Armfield, Lieutenant Colonel, elected on April 25th.
Lorenzo Dow Andrews, Major, elected on April 18th.

Company A—Adolphus G. Moseley, Captain; David G. Morisey, 1st Lieutenant; Nicholas E. Armstrong; 2nd Lieutenant; Alsa J. Brown, Jr. 2nd Lieutenant.
Company B—Columbus L. Cook, Captain; Augustin W. Blackburn, 1st Lieutenant; Lewis F. Haynes, 2nd Lieutenant; Risden O. Hair, Jr. 2nd Lieutenant.
Company C—John T. Wilson, Captain; Rufus F. Allen, 1st Lieutenant; Hinton J. Hudson, 2nd Lieutenant; Edward Brewer, Jr. 2nd Lieutenant.
Company D—John Ashford, Captain; Robert R. Bell, 1st Lieutenant; Henry C. Darden, 2nd Lieutenant; Joseph W. Darden, Jr. 2nd Lieutenant.
Company E—Duncan G. McRae, Captain; Sanders M. Ingram, 1st Lieutenant; Alfred W. Dockery, 2nd Lieutenant; Matthew T. Covington, Jr. 2nd Lieutenant,
Company F—Daniel McD. Yount, Captain; Daniel F. Roseman, 1st Lieutenant; Joshua A. Yount, 2nd Lieutenant; Alonzo Deal, Jr. 2nd Lieutenant.
Company G—George W Flowers, Captain; Oliver H. Patterson, 1st Lieutenant; Wesley A. Stevenson, 2nd Lieutenant; Abner Harrington, Jr. 2nd Lieutenant.
Company H—William L. Thornburg, Captain; Isaac N. Kearns, 1st Lieutenant; Marley Cranford, 2nd Lieutenant; Alexander G. Murdock, Jr. 2nd Lieutenant.
Company I—Oliver P Gardner, Captain; Thomas B. Hunt, 1st Lieutenant; Oliver P. Beam, 2nd Lieutenant; William C. Webb, Jr. 2nd Lieutenant.
Company K—Murdock McRae McLauchlin, Captain; Angus Shaw, 1st Lieutenant; Archibald M. Smith, 2nd Lieutenant; Daniel A. Monroe, Jr. 2nd Lieutenant.

Miles M. Cowles, Adjutant.
William R. Edwards, Quartermaster (AQM) (June 17, 1862).
Benjamin H. Sumner, Commissary (ACS).
J. L. Andrews, Ordnance Sergeant.

During the war, in addition to those mentioned, the 38th NC Regiment had the following additional Field Officers and Staff:

Colonel, John Ashford; Lieutenant Colonels, John Ashford and George W. Flowers; Majors, John Ashford, Murdock McRae McLauchlin, George W. Flowers, and John T. Wilson; Adjutant, David M. McIntire; Ensign, Wesley F, Matheson; Sergeant Major, Agrippa S. Hardister; Chaplain, Whitfield S. McDiarmid.

At the time of the election Thomas S. Kenan was in command of the 43rd NC Regiment as Lieutenant Colonel, and on April 24th, received his commission as Colonel of that regiment and therefore did not accept the command of the 38th NC Regiment. As soon as the re-organization was completed, on April 24th, the regiment was ordered to proceed by rail to Richmond, and on April 27th it was ordered to Guinea Station, where on April 29th it was transferred to the Second Brigade, Brig. Gen. Maxcy Gregg (SC) commanding, and ordered to Milford Station. The regiment was engaged in guarding the bridges on the Mattaponi, Wild Cat, North and South Anna runs until May, when it was relieved by Col. Egbert E. Tansil, 3rd VA Artillery, and ordered to report to Brig. Gen. Gregg at the Summit. The regiment was called on May 12th, to meet the enemy, who had crossed the Rappahannock River at Hamilton's Crossing, below Fredericksburg, but the enemy withdrew and no engagement ensued. This was the first time the regiment was in line of battle preparatory to fighting. The following day the troops for the first time fired on the enemy, a number of whom were in a boat below the city; all were killed except two or three, who swam ashore.

About this time the soldiers were deprived of their tents and much suffering was caused by the extreme cold rains. The command remained near Fredericksburg until May 25th, when it set out on a march at sunset in the direction of Hanover Junction, marching all night and all next day through mud so that many of the soldiers lost their shoes and almost gave out from fatigue. The regiment camped ten (10) miles north of Richmond on May 27th, and afterwards did picket duty along the Chickahominy River. On June 14th, the 38th NC Regiment was transferred to Brig. Gen. William D. Pender's (NC) Brigade, composed of the 38th NC Regiment led by Col. William J Hoke; the 34th NC Regiment led by Col. Richard H. Riddick; the 22nd NC Regiment led by Col. James Connor; and the 16th NC Regiment led by Col. John S. McElroy. The 13th NC Regiment led by Col. Alfred M. Scales, was attached in the winter. Brig. Gen. Pender's Brigade formed the Sixth of the "Light Division" commanded by Maj. Gen. A. P. Hill (VA).

The division crossed Meadow Bridge on June 26th, and it was seen from scattered portfolios and other luxuries to which the Southern soldier was a stranger, that the Yankee picket at that place had fled with great precipitation. As soon as the 38th NC Regiment had gotten a little beyond Mechanicsville it was saluted with heavy shelling. A line of battle was formed and the march continued until the order was given to charge the battery that was throwing the deadly missiles. The heat was intense and the double-quick march exhausting, but the charge was kept up over the open field until the regiment reached the summit of the last elevation when a farm house, yard, and garden broke the line somewhat. The Yankee batteries were upon the summit of the opposite hill with their supporting infantry in their entrenchments, and the old field pines in front cut down and piled across the stumps which were left about three (3) feet high, forming an almost impassable barrier. The 38th NC Regiment, alone and unsupported, charged down the hill, the long line of infantry playing upon it with a cross fire. On the soldiers charged, in the face of the fatal volleys, until the obstacles were reached, when the whole line stopped and began returning the fire under every disadvantage. The men were falling rapidly and it was soon seen that to take the works was impossible.

Capt. William L. Thornburg (Company H) and Adjutant Miles M. Cowles were in front, urging the men forward. The retreat was ordered but the noise was so deafening nothing could be heard. Maj. Lorenzo Dow Andrews reached Capt. Thornburg and Adjutant Cowles and gave them the orders to retreat, after which the word was passed along the line and the retreat up the hill was begun. The enemy continuing their deadly firing. It was about sunset when the regiment reached safely the rear. Brig. Gen. William D. Pender (NC) in his report says:

"I at once changed the direction of two of my regiments so as to bring them to the right of the artillery, and succeeded in getting in 150 or 200 yards of it before we were opened upon, but when they did open upon us it was destructive, and the obstacles so great in front, the creek and the mill dam, that after the Thirty-eighth North Carolina had reached these obstacles, and in less than 100 yards of the enemy's rifle pits, they had to fall back. This regiment here advanced boldly and maintained its ground well."

I should state, while relating the incidents of this day's battle, that Col. William J. Hoke of the 38th NC Regiment, was wounded, and had to leave the field. The Adjutant was also wounded, but nobly maintained his post until after dark.

Lt. Col. Robert F. Armfield took command as soon as Col. Hoke was wounded, which was soon after getting under fire. Adjutant Miles M. Cowles received a wound from which he soon died, the regiment losing one of its bravest officers. 2nd Lt. M.T. Covington of Company E, and 2nd Lt. Joseph W. Darden of Company D, were killed; and 1st Lt. Daniel F. Roseman of Company F; and Angus Shaw of Company K, were severely wounded.

In Company G, Capt. George W. Flowers and 2nd Lt. Abner Harrington were severely wounded, and out of 32 men in the company at the opening of the engagement, 27 were either killed or wounded. About 420 men belonging to the regiment were engaged in the fight, the others being on picket. The loss was 152 in killed and wounded.

Col. William J. Hoke in his report speaks in highest terms of the conduct of Capt. Benjamin H. Sumner, A.C.S., Sergeant Major David M. McIntire, John Young, an attache to the regiment, and Edward Goldsmith, a Drill Master. The Color Bearer, John O. Waters, was severely wounded, but remained bravely at the head of the regiment and bore his colors through the fight, returning them safely. During the night the troops were collected as well as possible, and it was late before the 38th NC Regiment was gotten together, when the worn-out soldiers slept on their arms. At early dawn the march was begun, the regiment passing over the spot where so many men were lost the evening before. The enemy fled and the Confederates marched through the deserted camp. Maj. Gen. A.P. Hill (VA) in his report says: "It was a costly and useless sacrifice, for early the next morning our troops crossed the mill pond and the Federal forces, seeing their position turned, betook themselves to hasty flight."

The Federals made a stand at Gaines's Mill, when the 38th NC Regiment was engaged, and the soldiers, though weary and worn, behaved nobly. About sunset the shouting along the line announced the fact that the enemy was running and a victory was gained. After camping on the battlefield over night, the march was continued. Lt. Col. Robert F. Armfield being sick, Maj. Lorenzo Dow Andrews was now in command. The regiment was engaged at Cold Harbor and Frayser's Farm. At the latter place the Confederate troops fought with unusual bravery, not seeming to realize the presence of danger, and victory was again gained by the Confederates. The Southern soldiers were now all jubilant. Federal Maj. Gen. George E. McClellan's "On to Richmond" was now changed to "On to Harrison's Landing," where the gunboats lay. The pursuit of the enemy was continued, and the next engagement was at Malvern Hill. The battle at this place was a very hard-fought one, but the 38th NC Regiment was not in the thickest of it, and did not lose very heavily. The enemy continued to flee, and was pursued to his gunboats at Harrison's Landing.

After remaining there for a few days, the division was ordered to Richmond, and it remained below that city until July 27th, when Maj. Gen. A. P. Hill's (VA) division was attached to Maj. Gen. Thomas J. "Stonewall" Jackson's Corps, and marched to Gordonsville, VA. On August 7th, Maj. Gen. Jackson moved from Gordonsville to confront Federal Maj. Gen. John Pope in the Shenandoah Valley, and on August 9th he fell upon Maj. Gen. Nathaniel P. Banks' right flank at Cedar Mountain (aka Cedar Run). At one time the day seemed doubtful. When the foe had well nigh crushed Brig. Gen. Richard B. Garnet (GA), Brig. Gen. Lawrence O. Branch (NC) went gallantly to his rescue, and with Brig. Gen. William D.Pender's (NC) and other brigades of Maj. Gen. A.P. Hill's (VA) Division drove the enemy headlong from the field. Maj. Lorenzo Dow Andrews having been taken sick at Gordonsville, Capt. John Ashford [Company D] was in command of the 38th NC Regiment and received commendation from Brig. Gen. William D. Pender for his coolness and skillfulness in handling his men. David M. Mclntyre was now Adjutant, having been promoted on July 9th, for gallantry and efficiency. On account of ill health Maj. Lorenzo Dow Andrews resigned his commission, and on August 21st, Capt. John Ashford [Company D] was promoted to Major.

Maj. Gen. Thomas J. "Stonewall" Jackson made a wide circuit behind the mountains to cut the Federal communications at Manassas. On August 26th, Brig. Gen. William D. Pender's (NC) Brigade gained a splendid victory over a brigade of the enemy at Manassas Junction in what is now called the Manassas Station Operations. Maj. Gen. Jackson's single corps, numbering less than 16,000 men, was resisting Federal Maj. Gen. John Pope's entire army. On August 28th, the command formed line of battle for the memorable second battle of Manassas, which was a series of battles for three days. Brig. Gen. Pender's Brigade took possession of the bridge across Bull Run and engaged the enemy across the river. His brigade finally crossed over to the east side, but the enemy withdrew. The loss was very slight. On Friday, August 29th, the enemy changed position and was attempting to interpose his army between Maj. Gen. Jackson and the town of Alexandria. Maj. Gen. Jackson's troops were arranged along the Manassas Gap Railroad, Maj. Gen. Jackson's Division under Brig. Gen. William E. Starke (VA) being on the right, Maj. Gen, Richard S. Ewell's (VA) Division, under Brig. Gen. Alexander R. Lawton (GA), in the center, and Maj. Gen. A. P. Hill's (VA) Division on the left. The brigades of Col. Edward L. Thomas (GA), Brig. Gen. William D. Pender (NC), Brig. Gen. James J. Archer (TX), and Brig. Gen. Maxcy Gregg (SC), were on the extreme left. After Maj. Gen. James Longstreet (VA) arrived the enemy changed position and began to concentrate all its force opposite Maj. Gen. A.P. Hill's division.

The attack was received with great steadiness, and the battle raged with great fury; the enemy was frequently repulsed, but on account of having so many fresh troops the attack was renewed. They succeeded in penetrating an interval between Brig. Gen. Gregg's and Col. Thomas' Brigades. Brig. Gen. Pender's Brigade was placed in the rear of Col. Thomas' with orders to support it. Brig. Gen. William D. Pender (NC) in his report says:

"Finally it seemed to me to be the time to go to his (Thomas') assistance. I ordered my brigade forward, moving just to the right of Colonel Thomas. My men moved forward very gallantly, driving the enemy back across the railroad cut, through the woods on the opposite side and beyond their batteries in the adjoining field. A battery of the enemy which was on the right of the woods as we advanced was flanked by my command and the cannoneers deserted their pieces. My line was halted on the edge of the field in front of the enemy, where I remained some time, when, being promised support from one of the staff in one of Jackson's brigades, I crossed the field to attack the batteries. My men advanced well, receiving grape from the batteries; but support being waited for in vain, and seeing columns on my left and right manoeuvering to flank me, I withdrew and marched back to the railroad cut, a little to the right of the position previously held by General Gregg.

"General Archer very kindly came forward" and relieved me until I could march to the rear and rest my men. I was ordered to the right to support some one of General Jackson's brigades. I marched across the railroad embankment, moving obliquely to the left until I had reached the large field again in which the enemy were found. Finding nothing to do unless it was to attack an overwhelming force of the enemy, supported very strongly by artillery, I withdrew after receiving heavy fire of grape and shell. Getting back to the railroad cut about the point I had reached the evening before, I received orders to march, in conjunction with other troops, particularly those of General Archer, Colonels Thomas and Taliaferro. We all advanced together, taking the enemy, as it were, in echelon. We advanced steadily, driving the enemy from the field through the woods. While advancing through the woods we were exposed to a very heavy enfilade fire from the right. We continued our advance until after dark, when we came in contact with a body of the enemy. Each fired a volley. They ran and we rested for the night. Thus ended the Manassas fight with me. The brigade, with the exception of a few skulkers, behaved with great gallantry on both these days. They could not have behaved better. I cannot particularize at this distant day, but I well recollect that Major John Ashford, commanding the Thirty-eighth, behaved with great coolness and bravery I had the misfortune to lose him on account of a wound in the leg."

Six separate and distinct attacks were made against Maj. Gen. A.P. Hill's (VA) Division and each time repulsed. Maj. Gen. Thomas J. "Stonewall" Jackson said:

"The three brigades of Archer, Pender, and Thomas held together and drove everything before them, capturing the batteries and many prisoners, resting that night on Bull Run, and the ground thus won was occupied that night. These brigades had penetrated so far within the enemy's lines that Captain Ashe, Assistant Adjutant General to General Pender, was taken prisoner that night returning from my headquarters to his own brigade."

The 38th NC Regiment received considerable loss. 1st Lt. Wesley A. Stephenson of Company G, a brave soldier, was killed [mortally wounded], and 2nd Lt. Duncan A. Black of Company K was mortally wounded. For distinguished gallantry displayed in the celebrated charge, Sergeant Richard M. Sharpe of Company G, was promoted to Second Junior Lieutenant. After the wounding of Maj. John Ashford, Capt. Murdoch McR. McLaughlin [CompanyK] was in command of the regiment.

Early next morning, September 1st, the army marched forward and came in contact with the enemy late in the evening at Ox Hill. The regiment was engaged in this fight, which raged with great fury, but the enemy retired from the field. On September 4th, the army bivouacked near the Big Spring, between Leesburg and the Potomac River, and on the next day the division crossed into Maryland, near Leesburg, but on September 11th re-crossed into Virginia at Williamsport. On the next day Federal Brig. Gen. Julius White, with 3,000 men, retreated from the town and fell back upon Harper's Ferry. The enemy occupied a ridge of hills, known as Bolivar Heights, extending from the Potomac River to the Shenandoah River. Maj. Gen. LaFayette McLaw's (GA) Division occupied Maryland Heights across the Potomac River, Brig. Gen. John G. Walker's (TX) Division London Heights on the right bank of the Shenandoah River, and to complete the investment. Maj. Gen. A.P. Hill's (VA) Division was ordered to move along the left bank of the Shenandoah River to turn the left flank of the enemy and enter Harper's Ferry.

The 38th NC Regiment was in the left of the division. Brig. Gen. Wiliam D. Pender (NC), Brig. Gen. James J. Archer (TX), and Col. John M. Brockenborough (VA) were directed to gain the crest of the hill, Brig. Gen. Pender being entrusted with the execution of this command. Colonel Brewster was in charge of the brigade, which advanced to within about sixty (60) yards of the breastworks on the west point of Bolivar Heights, but the troops were withdrawn. Next morning the brigades of Brig. Gen. Pender and Brig. Gen. Thomas marched to within 150 yards of the works, while the artillery played upon the enemy. When the artillery ceased, Brig. Gen. Pender began to advance, but the artillery opened again, and the enemy showed the white flag, and surrendered about 11,000 prisoners, 12,000 stand of arms, 70 pieces of artillery, and many stores. Capt. Nicholas E. Armstrong of Company A, and 1st Lt. Archibald M. Smith of Company K, were severely wounded.

Maj. Gen. A.P. Hill's (VA) Division remained to parole the prisoners and send off the captured goods, and on September 17th, moved to Sharpsburg, leaving Brig. Gen. Thomas' Brigade at Harper's Ferry. At Sharpsburg occurred one of the greatest battles of the civil war. Maj. Gen. A.P. Hill arrived in time to save the day, but Brig Gen. William D. Pender's Brigade on the right of the division was not heavily engaged, being under fire at long range of musketry.

The division recrossed the Potomac River into Virginia on the night of September 18th with the rest of the army, and on September 20th, at Shepherdstown, were ordered to drive some brigades of the enemy across the river. The enemy massed in front of Brig. Gen. William D. Pender's (NC) Brigade and endeavored to turn his left. Brig. Gen. Pender became hotly engaged and informing Brig. Gen. James J. Archer (TX) of his danger he (Archer) marched by the left flank, and forming on Brig. Gen. Pender's left, a simultaneous, daring charge was made and the enemy driven pell mell into the river. Then commenced the most terrible slaughter the war witnessed. The broad surface of the Potomac River was blue with the floating bodies of the slain. But few escaped to tell the tale. By their own account they lost 3,000 men killed and drowned from one brigade alone.

Brig. Gen. Pender in his report says:

''Captain [Major John] Ashford, commanding the Thirty-eighth North Carolina at Manassas Junction and at Manassas, when he was wounded, has entitled himself to notice as well as promotion by his uniform bravery and good conduct. Lieutenants A. J. Brown and J M. Robinson, also of the same regiment, have attracted my attention more than once, as also Adjutant D. M. Mclntyre."

Lt. Col. Robert F. Armfield, having returned to the regiment the day before the battle near Shepherdstown, was in command and was severely wounded.

On December 13th, the army met Federal Maj. Gen. Ambrose E. Burnside's army organized in three Grand Divisions at Fredericksburg, VA. At this time Maj. Gen. A.P. Hill (VA) occupied the front line of the right of our army formed of two regiments of Brig. Gen. Charles W. Field's (VA) Brigade and the brigades of Brig. Gen. James J. Archer (TX), Brig. Gen. James H. Lane (NC), and Brig. Gen. William D. Pender (NC), the latter being on the extreme left.

"The enemy made several attempts to advance, but were repulsed." (Maj. Gen. A. P Hill's report).

From the nature of the ground and the entire absence of all protection against artillery, Brig. Gen. Pender's Brigade received the greatest part of the terrible fire. Brig. Gen. Pender was himself wounded. During the temporary absence of Brig. Gen. Pender, the command of the brigade devolved upon Col. Alfred M. Scales, of the 13th NC Regiment. Brig. Gen. Pender, though wounded, resumed the command of his brigade as soon as his wound was dressed.

After the withdrawal of the enemy the regiment, with Brig. Gen. Pender's Brigade, went into winter quarters at Camp Gregg, below Fredericksburg, and did picket duty near Moss Creek Church. On December 27th, Col. William J. Hoke rejoined the regiment. Lt. Col. Robert F. Armfield, while at home on furlough, on account of a wound received at Shepardstown, was elected solicitor, and resigned his position in the army. Maj. John Ashford was elected to fill the vacancy on January 14, 1863.

The following is a copy of Maj. Gen. A.P. Hill's order:

Headquarters Light Division,
Camp Branch, Sept. 24, 1862.

Soldiers of the Light Division: You have done well and I am pleased with you. You have fought in every battle from Mechanicsville to Shepherdstown and no man can say that the Light Division was ever broken. You held the left at Manassas against overwhelming numbers, and saved the army. You saved the day at Sharpsburg, and at Shepherdstown you were selected to face a storm of round shot, shell and grape, such as I never before saw. I am proud to say to you that your services are appreciated by our general, and that you have a reputation in this army which it should be the object of every officer and private to sustain.

A. P. Hill,
Major General.

The 38th NC Regiment remained in camp until April 28, 1863, when the command marched in the direction of Fredericksburg, and remained in camp below the city until the evening of May 1st.

On the morning of May 2nd, Lt. Gen. Thomas J. "Stonewall" Jackson began his flank march to Chancellorsville, and after a long and fatiguing journey the division was placed at right angles to the old turnpike road, Maj. Gen. A.P. Hill's (VA) Division being third in line, Brig. Gen. Robert E. Rodes' (AL), and Brig. Gen. Raleigh E. Colston's (VA) being ahead of him. Federal Maj. Gen. Joseph Hooker, having thrown up heavy works, west, south and east, with the Chancellor House behind the center, and with the dense thicket in front, was in a position almost impregnable. The assault on his flank was ordered about 6 o'clock in the afternoon. The Confederates rushed forward, cheering wildly, and in a few moments the enemy were completely demoralized and fled. On account of the thickets the lines had been mingled in confusion and it was necessary to reform the lines. The third line (Maj. Gen. A.P. Hill's Division) was ordered to the front. Brig. Gen. William D. Pender's (NC) Brigade entered the road and pushed on by the flank until they reached the most advanced position of the troops. Here in the road the whole brigade received a most destructive shelling from the batteries near Chancellorsville. Maj. Gen. A.P. Hill's Division was now in front, and was engaged in relieving those who had been in the front line during the evening. On all sides the scattered troops were gathered around their colors.

Lt. Gen. Thomas J. "Stonewall" Jackson, accompanied by his staff and escort, rode down the road towards Chancellorsville. In the obscurity of the night they were mistaken for the enemy and fired upon. and Lt. Gen. Jackson was mortally wounded. As soon as the musketry fired the enemy's batteries again swept the turnpike with shell and canister. Brig. Gen. Pender massed his brigade to the left of the wood, threw out skirmishers, and remained in this position until Sunday morning, May 3rd. When daylight came next morning a private soldier in Company I, of the 38th NC Regiment, found Lt. Gen. Jackson's gloves in the road where he had dropped them when shot. They were buckskin gloves with the name of T. J. Jackson inside the cuffs.

Maj. Gen. A.P. Hill (VA) had intended an attack on the enemy as soon as he had formed his line in front, but soon after Lt. Gen. Jackson was wounded he himself was wounded, and the attack was not made. Maj. Gen. J E. B. Stuart (VA) was now in command of the Corps. About dawn Sunday morning, May 3rd, Maj. Gen. Stuart renewed the attack, Big. Gen. Henry Heth (VA) in command of Maj. Gen. Hill's Division taking the advance. The enemy were again charged in the face of their deadly fire, and twice were their works taken and twice relinquished. About 10 o'clock the Federal army was driven by a mighty charge from all the fortified positions, back towards the Rappahannock River, with heavy loss in killed and wounded and prisoners. On account of the nature of the country, this region being known as the Wilderness, rapid pursuit was almost impossible. In the charge the troops were scattered, and after being gotten together, the command maintained its position Sunday and Monday, and on Tuesday evening the enemy re-crossed the river.

Brig. Gen. William D. Pender (NC) in his report says:

"I can truly say that my brigade fought 3 May with unsurpassed courage and determination. I never knew them to act universally so well. I noticed no skulking, and they never showed any hesitation in following their colors. My list of killed and wounded will show how manfully they fought on that glorious day. After having witnessed the fighting of nearly all the troops that fought on the left of the road I am satisfied with my own, but by no means claiming any superiority. All that I saw behaved as heroes. * * *

"Lieutenant Colonel John Ashford, Lieutenants Alsa J. Brown and John Robinson, Thirty-eighth North Carolina, the former part of the time and the latter part of the time in charge of my sharpshooters, distinguished themselves very much. Lieutenant Colonel Ashford was remarked for his gallantry by all, and Lieutenant Brown continued with or in charge of the sharpshooters for several days. He is a young man who deserves promotion. He kept his skirmishers so close to the enemy's breastworks on Monday and Tuesday as to pick off the artillery horses, men working on their trenches, and anyone seen mounted. He drove in other skirmishers on all occasions. I should mention that Major Murdoch McR. McLaughlin, Thirty-eighth North Carolina, was badly wounded while behaving most gallantly. Adjutant David M. Mclntyre is also spoken of for his distinguished conduct."

The loss of the brigade was 700, the 38th NC Regiment losing two officers, Capt. Duncan G. McRae and 1st Lt. Risden B. O'Hara, killed; 81 officers and men wounded, 16 privates killed, 12 missing. The Confederate Congress passed an Act by which badges might be given to enlisted men, whom the companies might select as being entitled to them. After the battle of Chancellorsville the following were given badges:

Company A, Private Jesse A. Nethercutt, Duplin County; Company B, Private Thomas Dinkins, Yadkin County; Company C, Private Benjamin Sutton, Sampson County; Company D, First Sergeant David A. Thompson, Sampson County; Company E, Private William J. Hutcheson (killed), Richmond County; Company F, Private William S. Huffman, Catawba County; Company G, Private W. P. Matheson, Alexander County; Company H, Corporal D. P. Woodburn, Randolph County (killed at Gettysburg); Company I, Private Thomas J. Ramsey, Cleveland County; Company K, Private W. H. McPhaul, Cumberland County.

Medals were also recommended to be given to Adjutant David M. McIntire and 1st Lt. Alsa J Brown.

When Lt. Gen. A. P Hill (VA) took command of Lt. Gen. Thomas J. "Stonewall" Jackson's Corps after recovering from his wound, Brig. Gen. William D. Pender (NC), also wounded at Chancellorsville, was promoted to Major General, and Col. Alfred M. Scales, the Senior Colonel of the brigade, to Brigadier General. Brig. Gen. Scales being absent on account of a wound received at Chancellorsville, Col. William J. Hoke was placed in command of the brigade and continued in command until Brig. Gen. Scales rejoined the brigade near the Maryland line. The wound received by Maj. McLaughlin prevented him from returning to his command, and Capt. George W. Flowers [Company G] was elected Major [this didn't happen until February 18, 1864.]

Headquarters Pender's Brigade,
May 13, 1863.

General Order No. 88.
Upon resuming command of the brigade, it affords me great pleasure to express to you my high appreciation of your conduct and services in the late battle of Chancellorsville. Troops could not have fought better or more gallantly, opposing successfully such fearful odds, strongly posted and offering stubborn resistance, as evidenced by your loss, greater than that of any brigade in the army in proportion to numbers engaged. I may be exacting, but in this instance you may rest assured that I am perfectly satisfied. I am proud to say that your services are known and appreciated by those higher in command than myself.

W. D. Pender,
Brigadier General.

On the morning of June 6, 1863, the brigade went into line below Fredericksburg, in front of the Bernard House, the enemy being in the Port Royal Road and in the valley behind the house. Col. William J. Hoke was ordered to advance his skirmishers and fire if the enemy occupied the Port Royal Road. 1st Lt. Alsa J. Brown, afterwards Captain of Company E, took command, assisted by 1st Lt. John M. Robinson, afterwards Captain of Company B, and the other officers of the skirmish corps, about 200 men. Instead of feeling, he charged the enemy and attacked and drove from the road the 6th VT Regiment, killing and wounding about 35, and holding the road until the enemy re-crossed the Rappahannock River.

After being encamped for about ten days, Lt. Gen. A.P. Hill's (VA) Corps moved towards Gettysburg, Maj. Gen. William D. Pender's (NC) Division arriving within eight (8) miles of Gettysburg on the morning of June 30th. At 3 a.m. on July 1st, the command took up line of march, Maj. Gen. Pender's Division with Maj. David G. McIntosh's Battalion of artillery following Maj. Gen. Henry Heth (VA) and Maj. William R.J. Pegram's Battalion of artillery. The field arrangement put Brig. Gen. Alfred M. Scales' (NC) Brigade on the extreme left of the division, and the 38th NC Regiment on the left of the brigade, its left resting on the Chambersburg Pike. The advance of the enemy was driven back to the hills where their forces were to oppose the advance of the Confederates. At the first charge Maj. Gen. Pender's Division was in the rear, Brig. Gen. Scales' and Brig. Gen. Edward L. Thomas' (GA) Brigades being on the right. The enemy offering determined resistance, Maj. Gen. Pender's Division, except Brig. Gen. Thomas' Brigade, was ordered to the front.

The ammunition of the advance line having given out, they halted and lay down. Brig. Gen. Alfred M. Scales' (NC) Brigade soon passed over them with the other brigades, rushed up the ascent, crossed the bridge and commenced the descent just opposite the Theological Seminary. The regiment being on the flank, encountered a most terrific fire of grape and musketry in front. Every discharge made sad loss in the line, but the troops pressed on double-quick until the bottom was reached, a distance of about 75 yards from the ridge just crossed and about the same distance from the college in front. By this time the line was badly broken. Every officer in Brig. Gen. Scales' Brigade except one, Lieutenant Gardman, upon whom the command devolved, was disabled, 400 men killed, wounded and missing.

The loss of the 38th NC Regiment was 100 in killed and wounded, or captured. Brig. Gen. Scales and Adjutant General Riddick were wounded, and Major Clark killed. Col. William J. Hoke, Lt. Col. John Ashford, Col. William L.J. Lowrance (34th NC Regiment), Capt. William L. Thornburg, acting Major, were among the wounded. Though wounded, Col. Lowrance took command of the brigade and Capt. Thornburg, of the regiment.

Some of the companies were without a single officer. The regiment now was moved to the right of the line, and throwing out skirmishers to the right and front it remained in this position until morning, it being then about 10 o'clock. Early next morning the brigade was placed on the right of the artillery. A line of skirmishers under command of 1st Lt. Alsa J Brown was thrown out, and was held against several strong attacks. Brig. Gen. Alfred M. Scales' (NC) Brigade joined the division on the left again and was joined on to Brig. Gen. James H. Lane's (NC) Brigade. On the morning of July 3rd, Brig. Gen. Scales' Brigade was ordered to the right and placed in command of Maj. Gen. Isaac R. Trimble (VA), and while here suffered greatly from the artillery fire. The regiment was then ordered forward over a crimson plain. The Federal lines, as the regiment emerged from the woods were about a mile in front. The troops were compelled to cross a fence, and were by this time losing heavily from grape and canister. The line was somewhat deranged. Capt. William L. Thornburg was disabled.

About 150 yards from the enemy's line another fence retarded the advance, but the troops rushed on and reached a third fence on the side of the road. There was by this time only a skirmish line. The 38th NC Regiment was then only a few feet in front of the enemy's infantry. The enemy rushed out to meet the advancing line, and a flanking party, concealed in ditches, captured about thirty (30) men besides killing a large number inside the Federal lines. Some tried to escape, but were shot down. Every man in Company A except 2nd Lt. Henry C. Moore and 1st Lt. Alsa J. Brown were shot down, and all except these were captured. Adjutant David M. McIntyre, acting Brigade Adjutant General of Brig. Gen. Scales' Brigade, escaped. After the third day's fight the regiment had only about 40 men, commanded by a First Lieutenant.

The two NC brigades, Brig. Gen. James H. Lane's and Brig. Gen. Alfred M. Scales', were reduced to mere squads, and after the retreat a line was formed again where the first line was formed, and the brigade remained here until July 4th, when the retreat to Hagerstown began, which place was reached on July 7th. On July 11th, a line of battle was formed and the regiment remained here until the night of July 13th, but no heavy fight ensued except skirmishing. After this the retreat to Falling Waters began, Maj. Gen. William D. Pender's (NC) Division being rear guard. The Potomac River was crossed and Culpeper Court House reached on August 1st. The division went into winter quarters at Orange Court House and the regiment did picket duty on the Rapidan River. On February 7th, during Brig. Gen. Scales' absence, Col. William J. Hoke commanded the brigade against an advance of the enemy on the brigade picket line at Barnett's Ford on the Rapidan River, and it maintained its position until the enemy retired. After the death of Maj. Gen. William D. Pender, at Gettysburg, Maj. Gen. Cadmus M. Wilcox (AL) became our division commander.

On the morning of May 4th, the enemy, under Lt. Gen. Ulysses S. Grant, crossed the Rapidan River at Ely's and Germania Fords. Two corps of General Robert E. Lee's army moved to oppose him, Lt. Gen. Richard S. Ewell's (VA) by the turnpike and Lt. Gen. A.P. Hill's (VA) by the plank road. As soon as the Confederate forces reached the enemy a strong attack was made on Lt. Gen. Ewell who repulsed them, but soon they returned, massing a heavy force against Lt. Gen. Hill. Maj. Gen. Henry Heth's (VA) and Maj. Gen. Cadmus M. Wilcox's (AL) Divisions met every assault
and successfully resisted them, but the enemy continued to make attacks until nightfall. Next morning as Lt. Gen. James Longstreet (VA) was relieving Lt. Gen. A.P. Hill, the enemy made an attack which at first created some confusion, but as soon as the troops recovered themselves, the enemy was driven back with spirit rarely surpassed. At night an attack was made against the enemy, and they being panic-stricken by the cheering of the Confederate army, a stampede was begun which led to a general rout.

The Third army corps under Maj. Gen. Jubal A. Early (Lt. Gen. Hill being unwell), left the position at the Wilderness on May 8th, 1864, and engaged in the great battles of Spotsylvania Court House when the 38th NC Regiment lost several brave men. The regiment was in the attack made by Lt. Gen. A.P. Hill on Federal Maj. Gen. Gouverneur K. Warren at Noel's Station (aka Hanover Junction, aka North Anna, aka Jericho Ford) on May 23rd, and the skirmishing at Riddle's Shop on June 13th, and on down to Petersburg which was reached on June 18th.

The following is a resolution of the Confederate Congress, on May 17, 1864:

"The Congress of the Confederate States of America do resolve, That the thanks of Congress are eminently due, and are hereby tendered to the Thirty-fourth and Thirty-eighth Regiments of North Carolina Troops, for the promptness and unanimity with which they have re-enlisted for the war."

Col. William J. Hoke, from wounds received in battle, was disabled for field service and was appointed to the post at Charlotte. Lt. Col. John Ashford was promoted to the command of the regiment; Maj. George W Flowers to be Lieutenant Colonel; and Capt. John T. Wilson (Company C) to be Major. These promotions were dated June 18, 1864.

Lt. Gen. A.P. Hill attacked Maj. Gen. Gouverneur K. Warren at the Davis House, on the Weldon Railroad, three (3) miles from the city, on August 21, 1864, defeating him and capturing 2,700 prisoners. The regiment was engaged in the hard-fought battle at 2nd Ream's Station on August 25, 1864, when the divisions under Maj. Gen. Cadmus M. Wilcox (AL), Maj. Gen. William Mahone (VA), and Maj. Gen. Edward Johnson (GA) attacked the enemy and captured about 2,000 prisoners. The regiment suffered severely in this engagement. The command remained around Petersburg until April 2, 1865, when the Confederate lines were pierced in three places. A few days before the lines were broken, the 38th NC Regiment was sent out to reconnoiter, and ascertain the strength of the enemy in our front. We found their picket line much stronger than our line of battle, and after a severe engagement, we were compelled to retreat. In this engagement Col. John Ashford was wounded, and turned over the command to this writer, who retained it until the surrender, signing the paroles.

The 38th NC Regiment was ordered out of the works and was soon thereafter on the retreat from Petersburg. The enemy were pursuing the retreating troops very hard, and first one regiment and then another was thrown out as skirmishers to retard the enemy. A line of battle was formed and breastworks were thrown up at Sutherland's Farm (aka Sutherland's Station) and when the enemy made an attack they were repulsed with heavy loss and several prisoners were captured. The enemy turned the flank about 4 p.m., and the Southern troops were again compelled to retreat. Brig. Gen. John R. Cooke's, Brig. Gen. Alfred M. Scales', and Brig. Gen. William MacRae's North Carolina Brigades and Brig. Gen. Samuel McGowan's South Carolina Brigade, the troops on the right of the break in the line, formed the corps. The North Carolina Regiments, 13th, 22nd, 27th, and 47th were thrown out to check the enemy while the other troops enthrown out to check the enemy while the other troops endeavored to cross, hoping to rejoin the main army from which the brigades had been separated. It was found impossible to cross and the regiments thrown out were recalled, when the troops pursued their way up the river until about 2 o'clock at night when they rested.

The march was begun at sunrise the next morning, April 3rd, and Deep Creek was reached about 9 a.m. A halt was made to let the wagon train get ahead for safety, and an attempt was made to throw a temporary bridge across the creek in order to cross. The cavalry had been in the rear guard, and about 2 o'clock they came rushing up and reported that the enemy were pursuing. Brig. Gen. Samuel McGowan's (SC) Brigade was enabled to cross the bridge, which was not yet completed, but the other troops followed the wagons and crossed at a ford about three (3) miles above the bridge. By this time the enemy were in sight, but no attack was made. The intention was to cross the Appomattox at Goode's Bridge, but the waters were very high and it was impossible to get to the bridge on account of the overflow, therefore the troops were marched up the river, and as night came on went into camp at the cross roads above the bridge. Couriers were sent out to find a place to cross, in order to join General Robert E. Lee's army, and about 1 o'clock the command was ordered to march. After crossing the river and marching through open fields and by-roads, Brig. Gen. George T. Anderson's Georgia Brigade was reached.

This brigade was the leading brigade in General Robert E. Lee's army and had crossed on a pontoon bridge where the whole army was then crossing. There was great rejoicing on the part of the soldiers at again meeting their comrades, from whom they had been separated for three (3) days. The regiment was halted about sunrise and breakfast was prepared, after which the march was continued to Amelia Court House, VA, where the night was spent. The enemy next morning attacked and began burning the wagon train, but were driven off. The retreat was continued, the rear guard having frequent fights with the enemy On Friday, April 7, 1865, Farmville, VA, was reached, and Brig. Gen. Alfred M. Scales' (NC) Brigade relieved Brig. Gen. John R. Cooke's (NC) brigade as rear guard of the infantry. The enemy having crossed the river, pressed the lines very hard and consequently the rear guard was engaged in several attacks, and suffered severely. The enemy was driven off, and this was the last fighting in which the regiment was engaged before the surrender. Saturday, April 8th, the regiment camped about three (3) miles from Appomattox Court House, VA. As Appomattox Court House was approached the next morning the Federal line was seen on the hill at the court house. Line of battle was drawn up and it was expected that an advance would be made.

It began to be rumored that a surrender was made, but nothing definite could be learned until 12 o'clock, when it was known that General Robert E. Lee had indeed surrendered. It was soon learned that the soldiers would be paroled and given permission to return home. Monday morning, April 10, 1865, the farewell address of General Lee was read to the regiment. All the soldiers of the regiment had the opportunity of shaking hands with General Lee and hearing him say, "God bless you boys; I hope we shall meet again." After remaining in this position until Wednesday, April 12th, the regiment was marched over near the court house, where the arms were stacked in front of the enemy.

On the same evening the soldiers were furnished with the following:

Appomattox Covet House, Va.,
April 10, 1865.

The bearer ______________________, of Co._______, 38th Regiment of N.C. Troops, a paroled prisoner of the Army of Northern Virginia, has permission to go to his home, and there remain undisturbed.

Jos. H. Hyman,
Col. 38th N.C. Toops,
Commanding Scales' Brigade.

[Note - Col. Joseph H. Hyman was actually commander of the 13th NC Regiment, leading Brig. Gen. Alfred M. Scales' brigade.]

The 38th NC Regiment (State Troops) was disbanded and passed out of existence.

George W. Flowers.
Taylorsville, N.C.,
9 April, 1901.