38th Tennessee Infantry Regiment

Also called 8th (Looney’s) Tennessee Infantry, Provisional
Army of Tennessee

Organized September 23, 1861 at Camp Abington, Fayette County, Tennessee; reorganized May, 1862; formed Company “B”, 3rd Consolidated Tennessee Infantry Regiment April 9, 1865; paroled at Greensboro, North Carolina, May 1, 1865.


  • Colonels-Robert F. Looney, John C. Carter.
  • Lieutenant Colonels-Edward J. Golladay, Andrew D. Gwynne, H. D. Greer (declined).
  • Majors-D. H. Thrasher, H. A. Abington (declined), Hamilton W. Cotter.

This regiment at one time or another had fifteen companies attached to it, five of which were transferred to other organizations, and most of which bore two or more company letters. The original companies, with the letters used after the reorganization indicated, are shown in the list below.


  • J. A. Lea, Thomas W. Rice, 1st Co. “A”. “The Sumter Grays.” Reorganized April, 1862 as Rice’s Tennessee Artillery Battery. Men from Memphis, Shelby County.
  • Robert F. Looney, John C. Carter, Edward F. Lee, Co. “B”, later “L”. “The Gayoso Guards.” Originally assigned to 22nd Tennessee Infantry, but transferred to 38th when the 38th was organized. Men from Memphis, Shelby County
  • Job Umphlett, W. C. Robinson, Co. “C”, later “E”. “The Jeff Davis Guards.” Men from Madison County.
  • H. A. Abington, Thomas H. Koen, William N. Nevill, Co. “D”. Men from Shelby County.
  • Edward I. Golladay, I. W Hardy, Thomas G. Cook, Co. “E”, later 2nd “H”. Men from Wilson County.
  • Hamilton W. Cotter, F. Pugh, Co. “F”, later 2nd “A”. Men from Shelby County.
  • James J. Mayfield, Samuel H. Sartain, Co. “G”. “The Tuscaloosa Plough Boys.” Men from Tuscaloosa County, Alabama.
  • James C. Thrasher, j. P. M. Harper, Co. “H”, later “F”. A Georgia Company.
  • D. H. Thrasher, Allen B. Lovejoy, Co. “I”, later 2nd “K”. Men from Shelby County.
  • John C. Hutto, Co. “K”. Transferred to Golladay’s 5th Alabama Infantry Battalion in March, 1862. Later Co. “K”, 26th/50th Alabama Infantry Regiment. Men from Memphis and Shelby County
  • Benjamin M. Long, James M. Wooten, Co. “L”. Enrolled at Camp Abington September 23, 1861. Transferred to Golladay’s 5th Alabama Infantry Battalion March, 1862. Later Co. “I”, 26th/50th Alabama Infantry Regiment.
  • John C. Clements, Co. “M”, also called “K”. Joined regiment November 28, 1861. Transferred to Golladay’s 5th Alabama Infantry Battalion March, 1862. Became Co. “G”, 26th/50th Alabama Regiment.
  • Captain not identified, 2nd Co. “B”. No muster roll. A note in the regimental file states this company was detached by General Ruggles at Corinth, Mississippi, and was serving with General Pemberton in Mississippi. It was supposed to be a member of the reorganized regiment, but never served with it.
  • B. H. Holland, J. C. Miller, 2nd Co. “K”, later “C”. “Donelson’s Avengers.” Organized March 4, 1862. Men from Moscow, Fayette County.
  • W. B. Wright, O. M. Alsup, H. M. Neely, 2nd Co. “L”, later “I”. Organized March 5, 1862. Men from Morning Sun, Shelby County. As indicated, 1st Company “A” was transferred to the artillery; 2nd Company “B” was transferred out of the regiment; 1st Companies “K”, “L” and “M” were transferred to Golladay’s Alabama Battalion. This left 10 companies to form the reorganized regiment, which after the reorganization were lettered as follows:


  • H. W. Cotter, F. Pugh, Co. “A”. Transferred, Co. “B”.
  • B. H. Holland, J. C. Miller, Co. “C”.
  • H. A. Abington, Thomas H. Koen, William N. Nevill, Co. “D”.
  • Job Umphlett, W. C. Robinson, Co. “E”.
  • James C. Thrasher, J. P. M. Harper, Co. “F”.
  • James J. Mayfield, Samuel H. Sartain, Co. “G”.
  • W. B. Wright, O. M. Alsup, H. M. Neely, Co. “I”.
  • D. H. Thrasher, A. B. Lovejoy, C. H. Ferguson, John W. Slaughter, Co. “K”.
  • Robert F. Looney, John C. Carter, Edward F. Lee, Co. “L”.

Of the original field officers, Colonel Looney was not re-elected; Lieutenant Colonel Golladay was transferred to the 5th Alabama Battalion; and Major D. H. Thrasher was not re-elected. The officers of the reorganized regiment were Colonel John C. Carter, Lieutenant Colonel Andrew D. Gwynne, and Major Hamilton W. Cotter. Colonel Carter was promoted to brigadier general July 7, 1864, and mortally wounded in the Battle of Franklin, November 30, 1864.

In addition to the confusion in company letters, the regiment itself also suffered considerable confusion in nomenclature. On October 26, 1861, Adjutant General Cooper ordered Brigadier General W. H. Carroll to proceed with the three regiments recently organized by him, via Cumberland Gap, to join Brigadier General Felix K. Zollicoffer, at London, Laurel County, Kentucky. The regiments referred to were Carroll’s 37th, Looney’s 38th, and Avery’s 39th, but the order continued: “The 1st, 2nd, 3rd East Tennessee Rifles will be known to the department as the 7th, 8th, 9th Provisional Regiments.” Looney’s Regiment was not an East Tennessee regiment at all. Later, the name of the regiment was changed to the 38th Tennessee Infantry Regiment, in order to avoid confusion with Fulton’s 8th Tennessee Infantry Regiment. General Carroll, in error, at one time referred to the regiment as the 39th (Looney’s) Regiment.

When the regiment was organized on September 23, 1861, no arms were available, so General Carroll was not able to comply with Inspector General Cooper’s order to proceed at once to join General Zollicoffer. Finally, on November 12, General Carroll reported; “I have armed Looney’s with shotguns, country rifles, and old muskets, and started it yesterday to join Zollicoffer. White’s (37th) similarly armed, will move to-morrow.”

On November 14, Looney’s regiment was reported at Chattanooga, not fully armed, where Colonel Looney was ordered by Zollicoffer to take 500 men and press Clift’s followers. Governor Isham C. Harris chimed in with orders to “Capture Clift and his men, dead or alive.” Clift was the leader of a band of Union sympathizers in East Tennessee whe were creating considerable havoc with bridgc burning and other marauding tactics.

On December 9, 1861, the regiment, with the exception of one company which was de tached at Morristown, was at Knoxville having a total of 988 men, armed with only 250 guns, squirrel rifles, shotguns, and muskets, not more than 50 of which were in perfect condition. On January 1, 1862, Carroll reported: “Looney’s regiment will march to-morrow to join Zollicoffer. Many sick. Enough arms for all able to march.”

According to B. F. Hailer, of 1st Company “A”, “The arms of the regiment being inspected and found utterly worthless, the General commanding the department declined to allow them to participate in the Battle of Fishing Creek.”

On January 8, 1862, General Albert Sydney Johnston, at Bowling Green, Kentucky, ordered Carroll: “Send forward at once all men who are armed and fit for duty from the regiments of Looney and Gillespie.” On February 8, Secretary of War Benjamin reported: “I have sent to Memphis 800 muskets for Looney’s Regiment. On the same date, General Leonidas Polk advised: “I have sent six companies of Looney’s Regiment from Corinth to guard the bridge over Bear Creek on the Memphis to Charleston, Railroad.”

Evidently the regiment had reached Corinth early in February, where it was joined in March by the companies of Captain B. H. Holland, and W. B. Wright, and where the three earlier companies were detached to form Golladay’s 5th Alabama Battalion. On March 9, 1862, the regiment was reported in Brigadier General Daniel Ruggles’ Division, Brigadier General L. Pope Walker’s Brigade, consisting of the 1st Alabama Cavalry, the 5th Alabama, the 38th, 51st, and 52nd Tennessee Infantry Regiments, and Cram’s Battery. On March 15, 1862, Brigadier General James R. Chalmers reported he had left the 38th Tennessee, Golladay’s 5th Alabama Infantry Battalion, Roddey’s Cavalry, and a battery of light artillery at Eastport to guard the bridge. Quoting B. F. Hailer again: “With his small force of infantry and two smooth bore 24-pound guns, he (Looney) defeated the Federal gunboats in every attempt to pass, and they were finally compelled to retire. To Looney’s 38th the army of General Johnston was indebted for the dispatch with which it arrived at Corinth.”

In the Battle of Shiloh, on April 6-7, 1862, the 38th was in Colonel Preston Pond’s Brigade, of Ruggles’ Division, and led the charge on Federal General Prentiss’ Division, which resulted in the capture of a battery and about 1000 prisoners. Colonel Pond highly complimented Colonel Looney for “his coolness and intrepidity.” General Polk complimented Colonel Looney and his regiment on the field for their gallant and valuable services. The 38th reported 65 casualties in this battle.

There followed a rapid succession of changes in brigade assignments. On April 22, Brigadier General J. M. Hawes was reported as in command of the brigade. On April 28, the 38th Tennessee, 13th, 20th and Crescent Louisiana Infantry Regiments, and Ketchum’s Battery were reported in Major General Benjamin F. Cheatham’s Division, Ruggles’ Brigade. On May 9, in a skirmish at Farmington, Mississippi, Colonel James J. Fagan reported his brigade was composed of the 1st Arkansas, 2nd Texas and 38th Tennessee Infantry Regiments with Ketchum’s and Hoxton’s Batteries, with the 38th not engaged. On May 26, the 3rd Brigade of Ruggles’ Division, Bragg’s Corps, was reported as consisting of the 13th, 20th and Crescent Louisiana, 38th Tennessee Infantry Regiments, and Ketchum’s Battery. The 38th was involved in an engagement on the Farmington Road on May 28, just before the withdrawal of the Army to Tupelo. On June 30, the 38th was reported in Major General Samuel Jones’ Corps, Brigadier General Lucius M. Walker’s Brigade, composed of the 1st Arkansas, 13th, 21st and Crescent Louisiana, 38th Tennessee Infantry Regiments and Lumsden’s Alabama, and Barret’s Missouri Batteries.

Finally, on August 20, 1862, the 38th was given a brigade assignment that was to last for some time. The 8th, 15th, 16th, 38th, 51st Tennessee Infantry Regiments and Cames’ Battery formed Brigadier General D. S. Donelson’s Brigade, Cheatham’s Division, Polk’s Corps. The 8th, 16th, 38th and 51st were to serve together until after the Battle of Franklin, November 30, 1864. As part of Donelson’s Brigade the 38th participated in the Kentucky Campaign and the Battle of Perryville, October 8, 1862, where the 38th reported 43 casualties.

At Murfreesboro, December 31, 1862, the brigade had been increased by the addition of the 84th Tennessee Regiment. The 38th reported 282 engaged, and 85 casualties, and the capture of seven pieces of artillery and about 500 prisoners. Following the battle it was stationed around Shelbyville and Tullahoma until July 1, 1863, when it marched to Chattanooga. Brigadier General Marcus J. Wright had assumed command of the Brigade, which continued to be known as Wright’s Brigade from this time on, although Colonel (later Brigadier General) John C. Carter of the 38th was in actual command during most of 1864. The 84th Regiment had been consolidated with the 28th, and the combined regiment became a member of the brigade. The 15th was transferred elsewhere, and Murray’s 22nd Battalion was added to the brigade, and soon consolidated with the 38th Regiment into one field unit. The 52nd Tennessee was consolidated with the 51st and added to the brigade.

At Chickamauga, September 19-20, 1863, the brigade was composed of the 8th, 16th, 28th, 38th/22nd Battalion, and 51st/52nd Tennessee Infantry Regiments plus Carnes’ Battery. It was to remain the same until after the Battle of Franklin, where General Carter was mortally wounded, and the brigade broken up. At Chickamauga, the 38th reported 264 guns, 2640 rounds ammunition expended, but no report of casualties was found.

On October 31, 1863 the brigade was reported in Cheatham’s Corps, Cheatham’s Division; on November 20, in Hardee’s Corps, Cheatham’s Division. On October 23, the brigade moved to Charleston, to guard the bridge over the Hiwassee River. The rest of the brigade returned to the Chattanooga area just prior to the Battle of Missionary Ridge, leaving Colonel Carter and the 38th, with 215 men, to guard the brigade in the event General Longstreet elected to try to rejoin the Army of Tennessee instead of moving into Virginia. Here the 38th was cut off by the Federal Army, destroyed the bridges at Charleston and Loudon, and joined Longstreet in East Tennessee, arriving at Bristol December 26, 1863. In this area it was occupied in building and repairing bridges until February 5, 1864 when it moved by rail to Dalton, Georgia, arriving February 14. It remained here until the resumption of activity in May, and company reports state the regiment was engaged in all actions and skirmishes from Rocky Face, Georgia, May 9, to Jonesboro, Georgia, August 31, 1864. From Jonesboro, it moved to Palmetto, Georgia, where it was reported on September 27, 1864.

Further details of its actions are not available, but as part of the brigade it was engaged at Franklin, November 30, 1864. Following this battle Wright’s Brigade was broken up, and on December 10, 1864 the 38th was reported in Strahl’s Brigade, commanded by Colonel Andrew 3. Kellar, composed of the 4th/5th/31st/33rd/38th Tennessee Infantry under Colonel Luke W. Finlay, and the 19th/24th/41st Tennessee under Captain Daniel A. Kennedy. At Smithfield, North Carolina, in the order of battle for General Joseph E. Johnston’s Army March 31, 1865, the brigade was the same except that Colonel C. W. Heiskell was in command of the 19th/24th/41st Regiments. In the final reorganizafion of Johnston’s Army April 9, 1865, the 38th formed part of the 3rd Consolidated Tennessee Infantry Regiment commanded by Colonel James D. Tillman, composed of survivors of the 4th/5th19th/24th/31st/33rd/-35th/38th/41st Tennessee Infantry Regiments. As part of this regiment it was surrendered and paroled at Greensboro, North Carolina May 1, 1865.

This unit history was extracted from Tennesseans in the Civil War, Vol 1. Copyrighted 1964 by the Civil War Centennial Commission of Tennessee and is published here with their permission. This history may not be republished for any reason without the written permission of the copyright owner.

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