May 1862 • to June >
Commanded by Brigadier General James Shields
On April 4, 1862 the 2nd Division of the Department of the Shenandoah was designated as Shields’ Division of the Department of the Rapphannock.
| First Brigade | Brig. Gen. Nathan Kimball | |
| 14th Indiana Infantry Regiment | from 1 Brig., 2 Div., Shenandoah | |
| 4th Ohio Infantry Regiment | Colonel John Mason | from 1 Brig., 2 Div., Shenandoah |
| 8th Ohio Infantry Regiment | Lt. Colonel Franklin Sawyer | from 1 Brig., 2 Div., Shenandoah |
| 7th West Virginia Infantry Regiment | Colonel James Evans | from 1 Brig., 2 Div., Shenandoah |
| Second Brigade | Brig. Gen. O.S. Ferry | |
| 39th Illinois Infantry Regiment | from 2 Brig., 2 Div., Shenandoah | |
| 5th Ohio Infantry Regiment | Colonel Samuel H. Dunning | from 2 Brig., 2 Div., Shenandoah |
| 62nd Ohio Infantry Regiment | Colonel Francis B. Pond | from 2 Brig., 2 Div., Shenandoah |
| 66th Ohio Infantry Regiment | Colonel Charles Candy | from 2 Brig., 2 Div., Shenandoah |
| 67th Ohio Infantry Regiment | Colonel Otto Burstenbinder | from 1 Brig., 2 Div., Shenandoah |
| Third Brigade | Brig. Gen. Erastus B. Tyler | |
| 13th Indiana Infantry Regiment | from 2 Brig., 2 Div., Shenandoah | |
| 29th Ohio Infantry Regiment | Colonel Lewis P. Buckley | from 3 Brig., 2 Div., Shenandoah |
| 110th Pennsylvania Infantry Regiment | Colonel William D. Lewis | from 3 Brig., 2 Div., Shenandoah |
| Fourth Brigade | Colonel Samuel S. Carroll | |
| 7th Indiana Infantry Regiment | from 3 Brig., 2 Div., Shenandoah | |
| 7th Ohio Infantry Regiment | Lt. Colonel William Creighton | from 3 Brig., 2 Div., Shenandoah |
| 84th Pennsylvania Infantry Regiment | from 1 Brig., 2 Div., Shenandoah | |
| 1st West Virginia Infantry Regiment | Colonel Joseph Thoburn | from 3 Brig., 2 Div., Shenandoah |
| Artillery | ||
| 1st Ohio Artillery, Battery H | ||
| 1st Ohio Artillery, Battery L | ||
| 1st West Virginia Artillery, Battery A | ||
| 1st West Virginia Artillery, Battery B | ||
| 4th United States Artilery, Battery E | ||