The 3rd Kentucky Infantry was organized in July 1861, at Camp Boone in Montgomery, Tennessee, under the command of Colonel Lloyd Tilghman.
The regiment remained at Port Hudson, Louisiana, until August 20, 1862, when it was ordered to Jackson, Mississippi.
The 3rd Kentucky Infantry were en route to Bragg at Tullahoma, Tennessee, when they were ordered to reinforce Lieutenant General John C. Pemberton in the defenses of Vicksburg, Mississippi.
The 3rd Kentucky Infantry was ordered to report to General Nathan Bedford Forrest.
Three miles from Paducah they encountered Union pickets and pushed them back to their camp on the outskirts of town.