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Consisting of the area between Powell River and the mouth of the Potomac River including North Neck and the counties on either side of the Rappahannock River from its mouth to Fredericksburg.
Commanded by:
Major General Theophilus H. Holmes (3/23 transferred to Department of North Carolina)
Major General Gustavus Smith
| 1st Brigade | Brigadier General Samuel G. French | |
| 2nd Arkansas Battalion | Major William N. Bronaugh | |
| 35th Georgia Infantry Regiment | Colonel Edward Lloyd Thomas | |
| 22nd North Carolina Infantry Regiment | Colonel J. Johnston Pettigrew | |
| 2nd Tenessee Infantry | Colonel William B. Bate | |
| 47th Virginia Infantry Regiment | Colonel George W. Richardson | |
| Fredericksburg (VA) Artillery | Captain Carter M. Braxton | |
| Maryland Flying Artillery | Captain Andrews | |
| 2nd Brigade | Brigadier General John G. Walker | to Dept. of North Carolina |
| 1st Arkansas Infantry Regiment | Colonel James F. Fagan | Aquia & Potomac Creeks |
| 1st Regiment North Carolina State Troops | Colonel Montford S. Stokes | Brooke’s Station |
| 2nd Regiment North Carolina State Troops | Colonel Charles Courtenay Tew | Aquia & Potomac Creeks |
| 3rd Regiment North Carolina State Troops | Colonel W. Gaston Meares | Aquia & Potomac Creeks |
| 30th Virginia Infantry Regiment | Colonel Richard Milton Carey | Frederickburg |
| Stafford (VA) Battery | Captain John R. Cooke | Brooke’s Station |
| Purcell (VA) Artillery | Captain R. Lindsay Walker | Aquia & Potomac Creeks |
| Unattached | ||
| 40th Virginia Infantry Regiment | Colonel John M. Brockenbrough | Northern Neck |
| 55th Virginia Infantry Regiment | Colonel Francis Mallory | Near Tappahannock |
| 1st Virginia Cavalry Battalion | Lieutenant Colonel John E. Johnson |