After the debacle of Jackson’s winter campaign, the 3rd was sent to Fredericksburg, VA and assigned to T. H. Holmes Division. The First Arkansas, which had enlisted for a 12 month tour of duty, were ready to be mustered out and the 3rd Arkansas took their place in February of 1862. In March, 1862, Van Manning was promoted to Colonel and took command of the 3rd with Lt. Col. W. H. Tebbs as the second in command.

During the later part of March General Holmes was assigned command of the Confederate Forces in North Carolina to stem the northern advance by Burnside. Holmes moved his command by rail o Goldsboro, NC. He reorganized his command and the 3rd was placed in John G. Walker’s Brigade of the 1st, 2nd and 3rd North Carolina; the 44th Georgia; and the 30th Virginia with French’s Virginia Battery of Artillery.

Burnside’s forward motion had stopped and the Confederates had only to remain in readiness, but no battles were planned.

During March and into April General McClellan had landed his Union Forces at Ft. Monroe at the tip of the Virginia Peninsula and started his slow movement toward Richmond, VA. General Johnston’s Confederate Forces was retreating before this onslaught.

On May 23rd General Holmes sent the 3rd and 30th Virginia by rail to Petersburg, VA. They were relegated to the area around Drewry’s Bluff as work details. During this time another Arkansas unit, the 2nd Battalion, Arkansas Infantry as part of Pettigrew’s Brigade of G. W. Smith’s Division participated in the Battle of Seven Pines or Fair Oaks on May 31st. They were in the brunt of the battle and sustained high casualties.

During the battle General Johnston was wounded. General Robert Edward Lee was chosen to take command of the Confederate Army.