The 38th Regiment and Its History in the Civil War




Contributed by: Sloan Mason





THE THIRTY-EIGHTH REGIMENT
ITS HISTORY IN THE CIVIL WAR.

Lieutenant Colonel George W. Flowers, of This Regiment, Writes Its Splended Record in the Army 
of Northern Virginia—Its Officers—Hoke, Armfield and Others Among Them—The Compliments It  
Received for Its Alacrity in Re-Enlisting in 1864—the Regiment Did Some Splendid Fighting with 
Jackson, Longstreet and Hill—Its Record at Gettysburg—A Carefully-Written and Valuable 
Addition to the State’s War History.

The Thirty-eight Regiment of North Carolina Troops was formed of volunteers who enlisted for 
twelve months, and was organized at Camp Mangum, near Raleigh, N.C., Jan. 17, 1862, under 
the command of Maj. J. J. Iredell, commander of the post.  The regiment was composed of the 
following companies:

	Company A, “Spartan Band,” Duplin county—A. G. Mosely, captain.  First  lieutenant, 
D. G. Morrisey; second lieutenant, Alsa J. Brown; junior second lieutenant, D. M. Pearsall.

Company B. “Men of Yadkin,” Yadkin county—C. L. Cook, captain.  First lieutenant, R. F. 
Armfield; second lieutenant, A. W. Blackburn; junior second lieutenant, L. F. Haynes.

	Company C., “Sampson Farmers.”  Sampson county—Peter B. Troublefield, captain.  
First lieutenant, R. F. Allen; second lieutenant, Jno. F. Wilson; junior second lieutenant, Hinton J. 
Hudson.

	Company D, “Sampson Plowboys,” Sampson county—Jno. Ashford, captain.  First 
lieutenant, R. Bell; second lieutenant, A. D. King; junior second lieutenant, H. C.  Darden.

Company E., “Richmond Boys,” Richmond county—Oliver H. Dockery, captain.  First lieutenant, 
S. M. Ingaham; second lieutenant, D. G. McRae; junior second lieutenant, M. W. Covington.

	Company F, “Catawba Wildcats,” Catawba county—Joshua D. Little, captain.  First 
lieutenant, D. McD. Young; second lieutenant, H. L. Roberts; junior second lieutenant, F. D. 
Roseman.

Company G, “Rocky Face Rangers,” Alexander county—G. W. Sharpe, captain.  First lieutenant, 
John E. Rheim; second lieutenant George W. Flowers; junior second lieutenant, James W. 
Stephenson.

	Company H, “Uwharrie Boys,” Randolph county—Nosh Rush, captain.  First lieutenant,  
L. D. Andrews; second lieutenant, J. N. Kearns; second junior lieutenant, N. H. Hopkins.

	Company I, “Cleveland Marksmen,” Cleveland county---O. P. Gardiner, captain.  First 
lieutenant, G. Blanton; second lieutenant, D. Magness; junior second lieutenant, O. Beam.

Company K, “Carolina Boys,” Cumberland county—M. McR. McLaughlin, captain.  First lieutenant, 
Angus Shaw; second lieutenant, A. M. Smith; junior second lieutenant, D. A. Moore.

The regiment was organized (Company K being absent,) by electing William J. Hoke, Lincoln 
county (captain of Company K, Bethel Regiment,) colonel; Captain Oliver H. Dokery, Richmond 
county, lieutenant colonel; Captain George W. Sharpe, Alexander county, major.

The following officers were then appointed:  Horace L. Robards, Lincoln county, quartermaster; 
Benjamin H. Sumner, Lincoln county, commissary; Miles M. Cowles, Yadkin county, adjutant; 
Peter W. Young, Granville county surgeon; J Stuart Devane, Duplin county, assistant surgeon; 
D. M. McIntyre, Duplin county, sergeant major; Marion Roseman, Catawba county, quartermaster 
sergeant; William C. Webb, Cleveland county, commissary sergeant; John W. Waters, 
Cleveland county, color sergeant; J. J. Johnson, Company H, S. B. Herring, Company C., F. A.
 Clifton, Company C, J.  H. Irving, Company G.  D. A. B lack, Company K, color guard; Rev. 
Julian P. Faison, Company A, chaplain; Lieut. R. W. Copell was elected captain of Company 
E, to succeed Captain Dockery; Lieut. John E. Rheim, Company G, was elected to succeed 
Captain Sharpe; George M. Yoder, Company F, was elected second lieutenant to succeed H. L. 
Robards; George W. Flowers, Company G, was elected first lieutenant to succeed Lieut Rheim; 
Oliver H. Patterson, second lieutenant, to succeed G. W. Flowers; D. G. McRae, Company E, 
was elected second lieutenant, to succeed Lieut. Copell.

	On the 10th of February, 1823 [sic.], the regiment was ordered to proceed to Washington, 
N.C.; but on reaching Goldsboro the order was changed and the regiment ordered to Halifax, 
thence to Hamilton.  On February 13 under orders from General Gatlin, the troops returned to 
Halifax, and then proceeded to Weldon to defend the bridge at that point, reaching Camp 
Leavenworth on the east side of the river near Garysburg, on the 14th.  The regiment remained 
here until the 18th, when it was ordered to Camp Floyd, on the west side of the river, near Weldon. 
 While in Camp at this place there was much sickness and many deaths.  On the 21st the 
regiment was ordered to Camp Vance, two miles east of Goldsboro, on the Wilmington and 
Weldon Railroad, and on the 22nd was attached to the Third Brigade, Army of North Carolina, 
commanded by Gen. Joseph R. Anderson.  This brigade was composed of the first South 
Carolina Regiment, Col. Hamilton; Thirty-fourth North Carolina, Col. Leaventhorpe; Thirty-eighth 
North Carolina, Col. Hoke; Second Georgia Battalion, Capt. Doyle; Third Louisiana Battalion, 
Lieutenant Colonel Bridford.  on April 8, the Forty-fifth Georgia, Colonel Hardiman, and on April 
10th, Forty-ninth Georgia, Colonel 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 the 18th of April, 1862, General 
Holmes, in command at Goldsboro, ordered the regiment at Camp Mason to re-organize for the
 war.  The result was as follows: Thos. S. Kenan, colonel, (did not accept); Wm. J. Hoke elected 
on 2rth; R. F. Armfield, lieutenant colonel, L. D. Andrews, major.

Company A—A.G. Mosely, captain; D. D. Morrisey, first lieutenant; . E. Armstrong, second 
lieutenant; A. J. Brown, junior second lieutenant.
	
Company B—C.L. Cook, captain; A. W. Blackburn, first lieutenant; L. F. Haynes, second 
lieutenant; J. B. Hare, junior second lieutenant.

Company C—J.T. Wilson, captain; R. F. Allen, first lieutenant; Hudson, second lieutenant; J. W. 
Darden, junior second lieutenant.
	
Company D—John Ashford, captain; R. R. Bell, first lieutenant; H. C. Darden, second lieutenant; 
J. W. Darden, junior second lieutenant.

Company E—D. C. McRae, captain; S. M. Ingram, first lieutenant; Alfred Dockery, second 
lieutenant, M. T. Covington; Junior second lieutenant.

Company F—D. McD. Youst, captain; F. D. Roseman, first lieutenant, A. J. Young, second 
lieutenant; Alonzo Deal, junior second lieutenant.
	
Company G—G. W. Flowers, captain; O. H. Patterson, first lieutenant; W. A. Stephenson, second 
lieutenant; Abner Harrington, junior second lieutenant.
	
Company H—W. L. Thornburg, captain; J. N. Kearns, first lieutenant; Marley Cranford, second 
lieutenant; Alexander Murdock, junior second lieutenant.

Company I—O. P. Gardiner, captain; B. F. Hunt, first lieutenant; O. P. Beane, second lieutenant; 
W. C. Webb, junior second lieutenant.

Company K—M.M. McLaughlin, captain; Angus Shaw, first lieutenant; A. M. Smith, second 
lieutenant; D. A. Monroe, junior second lieutenant.

Miles M. Cowles, adjutant; W. R. Edwards, quartermaster (June 17, 1862); B. H. Sumner, 
commissary; J. L. Andrews, ordnance sergeant.

During the war, in addition to those mentioned, the regiment had the following field officers:
Colonel—John Ashford;
Lieutenant Colonel—John Ashford, George W. Flowers;
Major—John Ashford, M. McR. McLaughlin, George W. Flowers, J. T. Wilson;
Adjutant—David M. McIntyre;
Ensign—Wesley P. Matheson;
Sergeant Major—Agrippa S. Hardister;
Chaplain—Whitfield S. McDiarmld.
At the time of the election Col. Kenan was in command of the Forty-third Regiment as lieutenant 
colonel, and April 24th received his commission as colonel of that regiment and therefore did not 
accept the command of the Thirty-eighth.  As soon as the re-organization was completed, April 
24th, the regiment was ordered to proceed by rail to Richmond, and on the 27th it was ordered to 
Guinea Station, where on the 29th it was transferred to the Second Brigade, Gen. Matcy Gregg 
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 the 9th of May, when it was relieved 
by Col. Tansil, Third Virginia Artillery, and ordered to report to Gen. Grerg [sic.] at the Summit.  
The regiment was called May 12th, to meet the enemy, who had crossed the Rappahannock 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 miles north of Richmond May 27th, and afterwards did picket duty along the 
Chickahominy.  On the 14th of June the Thirty-eighth was transferred to Gen. Wm. D. Pender’s 
Brigade, composed of the Thirty-eighth North Carolina, Col. W. J. Hoke; Thirty-fourth North 
Carolina, Col. R. H. Riddick; Twenty-second North Carolina, Col. James Conner; Sixteenth North 
Carolina, Col. McElroy.  The Thirteenth North Carolina, Col. A. M. Scales, was attached in the 
winter.  Pender’s Brigade formed the Sixth of the “Light Division” commanded by Gen. A. P. Hill.  
The division crossed Meadow bridge June 26h, 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 Thirty-eighth had gotten a little beyond Mehanicsville
 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 intrenchments, and the old field pines in front cut down and piled 
across the stumps which were left about three feet high, forming an almost impassible barrier.  
The Thirty eighth, 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 hue stopped and began returning the fire under every 
disadvantage.  The men were falling rapidly and it was seen that to take the works was impossible.  
Capt. Thornburg and Adjutant Cowles were in front, urging the men forward.  The retreat was 
ordered but the noise was so deafening nothing could be heard.  Maj. Andrews reached Capt. 
Thornburg and Adjutant Cowles and gave tem 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.  Gen Pender 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 Colonel Hoke, Thirty-eighth 
North Carolina, was wounded and had to leave the field.  The adjutant of the Thirty-eighth was 
also wounded, but nobly maintained his post until after dark.”
Lieut. Col. Armfield took command as soon as Col. Hoke was wounded, which was son after 
getting under fire.  Adjutant Miles M. Cowles received a wound from which he soon died, the 
regiment losing one of its bravest officers.  Lieut. Covington, Company E, and Lieut. Darden,
Company D, were killed, and Lieuts. Dan. F. Roseman, Company F, and Angus Shaw, 
Company H, were severely wounded.
In Company G, Capt. Flowers and Lieut Harrington were severely sounded, 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. Hoke in his report speaks in highest terms of the conduct of Capt. B. H. Sumner, A.C.S., 
Sergeant Major D. M. McIntyre, 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 Thirty-eighth 
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.  General Hill 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 as Gaines’ Mill, when the Thirty-eighth 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.  Lieut. Col. Armfield being sick, Maj. L. D. Andrews was now in 
command.  the regiment was engaged at Cold Harbor and Frazier’s Farm.  At the latter place the 
Confederate troops fought with unusual bravery, not seeming to realize the presence of danger 
and vio-tory [sic] was again gained by the Confederates.  The Southern soldiers were now all 
jubilant.  McClellean’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 Thirty-eighth was not in 
the thickest of it, and did not lose very heavily.  The enemy continued to flee, and were pursued 
to their 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 27, when Gen A. P. Hill’s division 
was attached to Jackson’s Corps, and marched to Gordonsville, Va.  On August 7th Jackson 
moved from Gordonsville to confront Gen. Pope in the Valley, and on the 9th he fell upon Gen. 
Banks’ right flank at Cedar Mountain.  At one time the day seemed doubtful.  When the foe had
 well night crushed General Garnet, Branch went gallantly to his rescue, and with Pender’s and 
other brigades of Hill’s Division drove the enemy headlong from the field.  Maj. Andrews having 
taken sick at Gordonsville, Capt. John Ashford was in command of the Thirty-eighth, and 
received commendation from Gen. Pender for his coolness and skillfulness in handling his men.  
D. M. McIntyre was not adjutant, having been promoted on July 9th, for gallantry and efficiency.  
On account of ill-health Major Andrews resigned his commission, and on the 21st of August 
Capt. John Ashford was promoted to major.

Jackson made a wide circuit behind the mountains to cut the Federal communications at 
Manassas.  On the 26th Pender’s Brigade gained a splendid victory over a brigade of the enemy 
at Manassas Junction.  Jackson’s single corps, numbering less than 16,000 men, was resisting 
Gen. Pope’s entire army.  On the 28th, the command formed line of battle for the memorable 
second battle of Manassas, which was a series of battles for three days.  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, the 29th, the enemy changed position and was attempting to interpose his army between 
Gen. Jackson and Alexandria.  Jackson’s troops were arranged along the Manassas Gap 
Railroad.  Jackson’s Division under Brigadier General Stark being on the right, Ewell’s, under 
Lawton, in the centre, and A.P. Hill’s on the left.  The brigades of Thomas Pender, Archer; and 
Gregg, were on the extreme left.  After Longstreet arrived the enemy changed position and 
began to concentrate all its force opposite 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 Gregg’s and Thomas’ divisions.  Pender’s brigade was placed in the rear of 
Thomas’ with orders to support it.  Gen. Pender 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 Col. 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 canoneers deserted their pieces.  My line was halted on the edges of 
the field in front of the enemy, where I remained some time, when, being promised support from 
one of the staff in some 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 Gen. Gregg.  Gen. 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 Gen. 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 Gen. Archer, Cols. Thomas 
and Tallaferro.  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 enflade [sic.] 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 will recollect that Capt. 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 Hill’s division and each time repulsed.  
Gen. 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 Capt. Ashe, assistant adjutant general to Gen. Pender, was taken 
prisoner that night returning from my headquarters to his own brigade.”

The regiment received considerable loss.  Lieut Wes. A. Stephenson, Company C, Thirty-eighth 
North Carolina, a brave soldier, was killed and Lieut. Duncan Black was wounded.  For 
distinguished gallantry displayed in the celebrated charge, Sergt. R. M. Sharpe, Company G, 
was promoted to second junior lieutenant.  After the wounding of Capt. Ashford, Capt M. McR. 
McLaughlin 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 
the 4th of September the army bivouacked near the Big Spring, between Leesburg and the 
Potomac, and on the next day the division crossed into Maryland, near Leesburg, but on the 
11th re-crossed into Virginia at Williamsport.  On the next day Gen. 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 to the Shenandoah.  Gen Hill’s division 
was ordered to move along the left bank of the Shenandoah to turn the left flank of the enemy 
and enter Harper’s Ferry.  The Thirty-eighth was in the left of the division.  Pender, Archer and 
Brockenbrough were directed to gain the crest of the hill, Gen. Pender being entrusted with the 
execution of this command.  Col. Brewater was in charge of the brigade, which advanced to within 
about 60 yards of the breastworks on the west point of Bolivar Heights, but the troops were 
withdrawn.  Next morning the brigades of Pender and Thomas marched to within 150 yards of the 
works, while the artillery played upon the enemy.  When the artillory [sic.] ceased, 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.  Captain 
Nicholas E. Armstrong, Company A, and Lieut Smith, Company K, were severely wounded.

Hill’s Division remained to parole the prisoners and send off the captured goods, and on 
September 17, move to Sharpsburg, leaving Thomas at Harper’s Ferry.  At Sharpsburg occurred 
one of the greatest battles of the civil war.  Gen. Hill arrived in time to save the day, but Pender’s
Brigade on the right of the division was not actively engaged, being under fire at long range of 
musketry.

The division crossed the Potomac into Virginia, and on the 20th, at Shepardstown, were ordered 
to drive some brigades of the enemy across the river.  The enemy massed in front of Pender’s 
Brigade and endeavored to turn his left.  Gen. Pender became hotly engaged and informing 
Archer of his danger he (Archer) marched by the left flank, and forming on 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 
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.
Gen. Pender in his report says: “Capt 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.  Lieuts. A J. Brown and J. M. 
Robinson, also of the same regiment, have attracted my attention more than once, as also 
Adjutant D. M. McIntyre.  Lieut. Col. Armfield, having returned to the regiment the day before 
the battle, was in command and was severely wounded.”
On December 13, the army met three divisions of Burnside’s Army at Fredericksburg, Va.  At 
this time Gen. Hill occupied the front line formed of two regiments of Fields’ Brigade, and the 
brigades of Archer, Lane and Pender, the latter being on the extreme left.  The enemy made 
several attempts to advance but were repulsed.”  (Gen. A.P. Hill’s report).  From the nature of 
the ground, and the entire absence of all protection, against artillery, Pender’s Brigade received 
the greatest part of the terrible fire.  Gen. Pender was himself wounded.  During the temporary 
absence of Gen. Pender, the command of the brigade devolved upon Col. Sales, of the Thirteenth.  
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 Pender’s Brigade, went into winter quarters 
at Camp Gregg, below Fredericksburg, and did picket duty near Moss Creek church.  On 
December 27th Colonel William J. Hoke rejoined the regiment.  Lieutenant Colonel Armfield, while 
at home on furlough, on account of a wound received at Shepardstown, was elected solicitor, and 
resigned his position in the army.  Captain John Ashford was elected to fill the vacancy.  The 
following is a copy of General 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 Shepardstown 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 Shepardstown 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 subject of every 
officer and private to sustain.
	[Signed]					A. P. Hill,
								Major General.
The regiment remained in camp until the 29th of April, 1863, when the command marched in the 
direction of Fredricksville, and remained in camp below the city until the evening of May 1.
On the morning of May 2 Jackson began to march upon Chancellorsville, and after a long and 
fatiguing journey the division was placed at right angles to the old turnpike road, Hill’s Division 
being third in line, Rhodes’ and Colston’s being ahead of him.  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 flank movement 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 (Hill’s Division) was 
ordered to the front.  Pender’s 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.  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.  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 Jackson was mortally wounded.  As soon as the 
musketry fired the enemy’s batteries again swept the turnpike with shell and canister.  Pender 
massed his brigade to the left of the wood, threw out skirmishers and remained in this position 
until Sunday morning, May 3.  When daylight came next morning, a private soldier in Company I, 
of the Thirty-eighth North Carolina Regiment, found 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.
	Hill had intended an attack on the enemy as soon as he had formed his line in front, but 
soon after Jackson was wounded he himself was wounded, and the attack was not made.  Maj. 
Gen. Stuart was now in command of the corps.  About dawn Sunday morning, May 3, Gen. 
Stuart renewed the attack, Gen. Heth in command of Hill’s Division taking the advance.  The 
enemy was 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, 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.

	Gen. Pender in his report says: “I can truly say that my brigade fought May 32 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. ***”

	“Lieut. Col. John Ashford, Lieuts. Alsa J. Brown, Jno. Robinson, Thirty-eighth North 
Carolina, the former part of the time and the latter part of the time  in charge of my sharp shooters, 
distinguished themselves very much.  Col. Ashford was remarked for his gallantry by all, and Lieut. 
Brown continued with or in charge of the sharp-shooters 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 any one seen 
mounted.  He drove in other skirmishers on all occasions.  I should mention that Maj. M. McR. 
McLaughlin, Thirty-eight North Carolina was badly wounded while behaving most gallantly.  
Adjutant D. N. McIntyre is also spoken of for his distinguished conduct.”

	The loss of the brigade was 700, the Thirty-eight North Carolina losing two officers; 
Capt. McRae, and Lieut. Hare, killed: Officers 81 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 Wm. J. Hutcheson (killed) 
Richmond county; Company F, Private Wm. S. Huffman, Catawba county; Company G, Private 
W. F. 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. McPhail, Cumberland county.
	Medals were also recommended to be given to Adjutant McIntyre and Lieut. A. J. 
Brown
	When A. P. Hill took command of Jackson’s Corps, after recovering from his wound, 
Pender, also wounded at Chancellorsville, was promoted to major general, and Col. A. M. Scales, 
the senior colonel of the brigade, to Brigadier General.  Scales being absent on account of a 
wound received at  Chancellorsville, Col. W. J. Hoke was placed in command of the brigade and 
continued in command until Scales rejoined the brigade near the Maryland line.  The wound 
received by Maj. McLaughlin prevented him from returning to his command, and Capt. G. W. 
Flowers was elected major.

HEADQUARTERS, PENDER’S BRIGADE.
				May 13, 1863.
		General Order No. 28.
	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. * * *
	[Signed]				W. D. PENDER,
						Brigadier General.
	On the morning of June 6th, 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. Wm. J. Hoke was ordered to advance his skirmishers and fire if the enemy occupied 
the Port Royal road.  Lieut. Alsa J. Brown, afterwards captain of Company C, took command, 
assisted by Lieut. Robinson, afterwards Captain of Company B, and the other officers of the 
skirmish corps, about 20 men.  Instead of feeling, he charged the  enemy and attacked and drove 
from the road the Sixth Vermont, killing and sounding about 35, and holding the road until the 
enemy re-crossed the Rappahannock.

	After being encamped for about ten days, Hill’s corps moved towards Gettysburg, 
Pender’s division arriving within eight miles of Gettysburg on the morning of the 30th.  At 3 a.m.,
July 1st, the command took up line of march, Pender’s division with McIntosh’s battalion of artillery
following 11th and Pegram’s battalion of artillery.  The field arrangement put Scales’ Brigade on 
the extreme left of the division, and the Thirty-eighth North Carolina 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 Pender’s 
division was in the rear, Scales’ and  Thomas’ brigades being on the right.  The enemy offering 
determined resistance, Pender’s division, except Thomas’ Brigade, was ordered to the front.  
The ammunition of the advance line having given out, they halted and lay down.  Scales’ Brigade 
soon passed over them with the other brigades, rushed upon 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 73 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 Scales’ Brigade except one, Lieut. 
Gardman, upon whom the command devolved, was disabled, 400 men killed, wounded and 
missing.  The loss of the Thirty-eighth was 100 in killed and wounded or captured.  Gen. Scales 
and Adj. Gen. Riddick were wounded, and Maj. Clark killed,  Col. Hoke, Col Ashford, Col. 
Lawrence, Capt. Thornburg, acting major, were among the wounded.  Though wounded, Col. 
Lawrence 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 Lieut A. J. Brown was thrown out, and was held 
against several strong attacks.  The Scales Brigade joined the division on the left again and was 
joined on to Lane's Brigade.  On the morning of July 3rd, Scales' Brigade was ordered to the right 
and placed in command of Gen. Trimble, 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. 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 Thirty-eighth 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 men besides killing a large number inside the Federal lines.  Some 
tried to escape but were shot down.  Every man in Company A except Adjutant H. C. Moore and
Lieutenant A. J. Brown were shot down and these were captured.  Adjutant D. M. McIntyre, acting
 brigade adjutant general of Scales’ Brigade, escaped.  After the third day’s fight the regiment had 
only about 40 men, commanded by a first lieutenant.

The two brigades, Lanes and 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 the 4th 
when the retreat to Hagerstown began, which place was reached on July 7th.  On July 11th line 
of battle was formed and the regiment remained here until the night of the 13th,but no fight 
ensued except skirmishing.  After this the retreat to Falling Water began, Pender’s Division 
being rear guard.  The  Potomac was crossed and Culpepper Court House reached August 1st.  
The division went into winter quarters at Orange Court House and the regiment did picket duty 
on the Rapidan  On the 7th of February, during Gen. Scales’ absence, Col. Hoke commanded 
the brigade against an advance of the enemy on the brigade picket line at Barnett’s Ford on the 
Rapidan, and it maintained its position until the enemy retired.  After the death of Pender at 
Gettysburg Wilcox became division commander.  On the morning of May 4th the enemy under 
Gen. Grant crossed the Rapidan at Ely’s and Germanna Fords.  Two corps of Lee’s army 
moved to oppose him, Ewell’s by the turnpike and Hill’s by the plank road.  As soon as the 
Confederate forces reached the enemy a strong attack was made on Ewell who repulsed them, 
but soon they returned, massing a heavy force against Hill.  Heth’s and Wilcox’s Divisions met 
every assault and successfully resisted them, but the enemy continued to make attacks until 
nightfall.  Next morning as Longstreet was relieving 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 with led 
to a general rout.  The third army corps under General Early, (Hill being unwell) left the position 
at the wilderness May 8, 1864 and engaged in the great battles of Spotsylvania court house 
when the Thirty-eighth lost several brave men.  The regiment was in the attack made  by General 
Hill on General Warren at Noel’s station May 23 and the skirmishing at Riddle’s shop June 13, 
and on down to Petersburg, which was reached June 18. 

	The following is a resolution of the Confederate Congress, May 17, 1864:
“The Congress of the Confederate Sates of American 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.”

	Colonel Hoke from wounds received in battle was disabled for field service and was 
appointed for the post at Charlotte.  Lieutenant Colonel John Ashford was promoted to the 
command of the regiment; Major General W. Flowers to be lieutenant colonel, and Captain J. T. 
Wilson to be major.

	The regiment was engaged in a very hard fought battle at Ream’s Station, when the 
divisions under Wilcox, Mahone and Johnston attacked the enemy and captured about 2,000 
prisoners.  Hill attacked General Warren at the Davis House, on the Weldon road, 3 miles from 
the city, August 21, 1864, defeating him and capturing 2,700 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.  The Thirth-eighth [sic.] 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 were thrown 
out as skirmishers to retard the enemy.  A line of battle was formed and breastworks were thrown 
up at Southerland’s Farm and when the enemy made an attack they were repulsed with heavy 
loss and several prisoners were captured.  The enemy turned the flank at about 4 p.m., and the 
Southern troops were again compelled to retreat.  Cook’s, Scales’ and McRae’s North Carolina 
Brigades and McGowan’s South Carolina Brigade, the troops on the right of the break in the line, 
formed the corps.  The North Carolina Regiments, Thirteenth, Twenty-Second, Twenty-Seventh, 
and Fortieth were thrown 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 resisted.  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.  McGowan’s 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 miles above the bridges.  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 Gen. 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, Anderson’s Georgia brigade was 
reached.  This brigade was the leading brigade in Lee’s army, and had crossed on a pontoon 
bridge when 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 days.  
The regiment was halted about sunrise and breakfast was prepared, after which the march was 
continued to Amelia C. H., 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 
Scales’ Brigade relieved Cook’s 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 8, the regiment camped about 
three miles from Appomattox C. H., Va.  As Appomattox C. H. 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 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 Gen. Lee was read to the 
regiment.  All the soldiers of the regiment had the opportunity of shaking hands with Gen 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 COURT HOUSE, VA.
		April  10, 1865

	The bearer ____________ of Co_________, 38th Regt of N. C. Troops, a paroled 
prisoner of the Army of Northern Virginia, has permission to go to his home, and there remain 
undisturbed.						JON. H. HYMAN,
							     Colonel 13th N.C. Troops
							Commanding Scales’ Brigade
The Thirty-eighth Regiment of North Carolina Troops was disbanded and passed out of existence.
					GEORGE W. FLOWERS,
				Lieut. Colonel 38th N C. Regt.
SOURCE: Daily Charlotte Observer, 3/31/1895



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