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Commanded by Major General Benjamin Huger
On March 14 Burnside’s Federal forces captured New Bern, North Carolina, which they would occupy for the rest of the war.
| 1st (Colston’s) Brigade | Brigadier General Raleigh Colston | |
| 13th North Carolina Infantry Regiment | Colonel Alfred Scales | |
| 14th North Carolina Infantry Regiment | Colonel Junius Daniel | |
| 3rd Virginia Infantry Regiment | Colonel Roger Pryor | |
| 2nd (Blanchard’s) Brigade | Brigadier General Albert G. Blanchard | at Portsmouth |
| 3rd Georgia Infantry Regiment | Colonel Ambrose R. Wright | |
| 22nd Georgia Infantry Regiment | Colonel Robert H. Jones | |
| 1st Louisiana Infantry Regiment | Colonel William C. Vincent | |
| 3rd (Mahone’s) Brigade | Brigadier General William Mahone | |
| 12th North Carolina Infantry Regiment | Colonel Solomon Williams | |
| 6th Virginia Infantry Regiment | Colonel Thomas Corprew | |
| 12th Virginia Infantry Regiment | Colonel David A. Weisiger. | |
| 16th Virginia Infantry Regiment | Colonel Henry T. Parrish | |
| 41st Virginia Infantry Regiment | Colonel John R. Chambliss | |
| Portsmouth (VA) Artillery | Captain Cary F. Grimes | |
| Petersburg (VA) Light Artillery | Captain James Read Branch | from Co. K 16 VA (above) |
| Norfolk (Virginia) Light Artillery Blues | Captain Charles R. Grandy | from Co. H 16 VA (above) |
| Unattached | ||
| 9th Virginia Infantry Regiment | Colonel David G. Godwin |
3/27 Brigadier General Stevenson relieved from duty and sent to Knoxville.