The regiment began its organization at Readville, Massachusetts during the summer of 1864, with the volunteers being mustered in from 14 to 30 July.

On 1 August, they were ordered to report to Washington, DC and from there to Baltimore, Maryland.

When their commanding officer, Colonel Ansel Dyer Wass (formerly of the 6th Massachusetts Militia) joined them, the regiment was sent to Indianapolis, Indiana.

They were sent there "on account of the conspiracy of an extensive organization known as the Knights of the Golden Circle or Sons of Liberty".

While camped in Indianapolis during an October 1864 gubernatorial election, some controversy with the regiment came about.