The 39th Alabama Infantry Regiment was organized at Opelika in April 1862 by Henry DeLamar Clayton, an Alabama State Representative. Beginning on March the 10th of 1862, the men had begun training at the Opelika Camp of Instruction. One of the companies, Company F was from Georgia. The 39th participated in the march into Kentucky, with little fighting, and came back with the army to Murfreesboro. The regiment was engaged with heavy losses (95), gaining much credit for repulsing an attack of the enemy. Col. Clayton received a severe wound, leaving the 39th without a commander in this, their first significant battle. He was replaced by Whitfield Clark of Barbour County. The 39th was with the army when it fell back to the Chattanooga line, and it took part in the battle of Chickamauga with a very heavy loss of men (31% of 310 engaged). At Missionary Ridge, the loss was light, and the 39th, now under General Deas of Mobile as brigade commander, wintered at Dalton. It reported 337 men and 219 arms in December, 1863. From there to Atlanta the regiment was conspicuous in all the fighting of the army, suffering severely. They were present in the defense of Atlanta and at Jonesboro where they again lost heavily. They marched with the army into Tennessee and lost a number of prisoners at Nashville. The regiment then moved to the Carolinas with General Johnston and took part in operations there, though much reduced in number. It was there consolidated with the 22nd and 26th and 50th AL regiments but was forced to surrender a few days later on the 26th of April 1865. There were fewer than 90 officers and men remaining. Co. "A" (Pike): John W. W. Jackson (resigned, 13 Nov 62); James P. Nall (wounded; retired); Louis A. Robert (KIA, North Carolina) Co. "B" (Barbour): Lemuel Hargrove (promoted to Major); Thomas J. Cox Co. "C," Pea River Rifles (Barbour): Colin McSwean (promoted to Major); Alexander J. Miller Co. "D" (Henry): Lee A. Jennings (wounded, Murfreesboro; resigned, 24 Oct 63); Z. Dawson Matthews Co. "E" (Russell): William C. Clifton (promoted to Major); Wiley E. Jones (died in service, 4 Feb 64); Thomas J. Wilkerson (KIA, 22 July 64); William J. Sankey Co. "F" (State of Georgia): Abner H. Flewellen (resigned, 30 April 63); Willis D. Banks (KIA, near Atlanta, 1 Aug 64); Neil Gillis Co. "G" (Henry and Barbour): T. Q. Stanford (KIA, Murfreesboro); Alexander A. Cassady Co. "H" (Barbour): Joseph C. Clayton (KIA, Murfreesboro); John L. McRae Co. "I" (Barbour): Whitfield Clark (promoted to Major); Drewry H. Smith (promoted to Major); William H. Dill Co. "K" (Barbour): James T. Flewellen (promoted to Lt. Col., 15 May 62); Julius C. Mitchell (resigned, 2 Feb 63); Thomas J. Brannon