James D. Porter, Confederate Military History, a library of Confederate States Military History: Volume 7.1, Tennessee
Clement Anselm Evans, Ed.

Three days earlier Major-General Pope, of the Federal army, had assumed command of the army of the Mississippi, then concentrated at Commerce, Mo. This was made Pope's base of operations against New Madrid. In a week he was in motion, and on the 3d of March he was in front of New Madrid. At once he drove in the Confederate outposts and invested the place. General Pope reported his strength at 22,808 present for duty. His division commanders were Brig.-Gens. D. S. Stanley, Schuyler Hamilton, John M. Palmer, E. A. Paine, J. B. Plummer and Gordon Granger. Eleven batteries of artillery, and the Second and Third Michigan regiments of cavalry, over 2,000 strong, constituted a part of his army, to which was attached a flotilla brigade, under Col. N. B. Buford, 2,251 strong. Equipments, arms and ammunition were perfect.

To meet this well-appointed army, General McCown had 5,000 infantry and three companies of artillery. Brig.-Gen. A. P. Stewart, of Tennessee, was assigned to the command of the forces: Commodore Hollins, Confederate States navy, with five small wooden gunboats, was present under McCown's orders. New Madrid was defended by a small earthwork called Fort Thompson, in honor of Brig.-Gen. M. Jeff. Thompson, of the Missouri State Guard. The work was garrisoned by the Eleventh and Twelfth Arkansas regiments of infantry, Stewart's Louisiana battery and Upton's Tennessee battery, commanded by Col. E. W. Gantt, Twelfth Arkansas regiment. Another work at the mouth of Bayou St. John was garrisoned by the Fifth and Fortieth Tennessee, two Arkansas regiments under Col. L. M. Walker, the First Alabama, Mississippi and Tennessee regiments, and Bankhead's Tennessee battery.