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Commanded by General Robert E. Lee
Grant moved south with the start of his Overland Campaign, leading to the brutal Battle of the Wilderness (May 4-5) and the Battle of Spotsylvania Court House (May 8-21).
| First Corps | Lieutenant General James Longstreet (w 5/6) Major General Richard Anderson |
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| Field’s Division | Major General Charles W. Field | |
| Kershaw’s Division | Brigadier General Joseph B. Kershaw | |
| Artillery | Brigadier General Edward Porter Alexander | |
| Second Corps | Lieutenant General Richard Ewell (to 5/31) Lieutenant General Jubal Early |
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| Early’s Division | Major General Jubal Early (^ 5/31) Major General John B. Gordon (to 5/21) Major General Jubal Early (to Lt. Gen. 5/31) |
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| Johnson’s Division | Major General Edward Johnson (c 5/12) Major General John B. Gordon (from 5/21) |
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| Rodes’ Division | Major General Robert E. Rodes | |
| Artillery | Brigadier General Armistead Long | |
| Third Corps | Lieutenant General Ambrose Powell Hill (to 5/8) Lieutenant General Jubal Early (to 5/21) Lieutenant General Ambrose Powell Hill |
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| Anderson’s Division | Major General Richard H. Anderson (^ 5/6) Brigadier General William Mahone |
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| Heth’s Division | Major General Henry Heth | |
| Wilcox’s Division | Major General Cadmus Wilcox | |
| Artillery | Colonel Reuben L. Walker | |
| Cavalry Corps | Major General James E. B. Stuart (mw 5/11)* | |
| Hampton’s Division | Major General Wade Hampton III | |
| F. Lee’s Division | Major General Fitzhugh Lee | |
| W.H.F. Lee’s Division | Major General W.H.F. Lee | |
| Stuart Horse Artillery | Major Robert F. Beckham | |
* Note: Lee did not appoint a replacement for General Stuart after he was mortally wounded on May 11, temporarily taking over direct command of the cavalry divisions.