The regiment was officially designated by the state military board as the 3rd Regiment, Northwest Division, District of Arkansas. Enrollments in this unit were after 11 Aug 1862. Muster into service was 12 Sep 1862. It was organized mainly from unwilling conscripts, and some outright Unionists, from various counties in northern Arkansas.With the exception of Companies A and E, which were recruited from men who were neighbors and relatives, the other companies were made up of men from different areas who were thrown together on a more-or-less county basis. Most of the company officers were also conscripts who had been elected to their positions. With one exception, Lieutenant-Colonel Samuel Peel, the field officers were not known to the men. In the four months between organization and the battle of Prairie Grove, there were many changes in the field officers, including three different colonels. General Hindman finally brought in Charles W. Adams as colonel, Colonel Fitzwilliams was reduced to lieutenant-colonel, and Peel was removed. This combination of factors proved to be a poor recipe for unit cohesion and trust between officers and men.
A small core of men, mostly in Companies A and E, were veterans of General N. B. Pearce's Brigade of Arkansas State Troops and had fought at Wilson's Creek in 1861, mostly in Captain Larkin Bunch's company of the 4th Regiment, Arkansas State Troops. These men were mostly pro-Southern in attitude; but by far the majority of the men conscripted into the other companies in the regiment were either pro-Union or decidedly neutral and wanted absolutely nothing to do with the war. They were conscripted to fight for a cause in which they did not believe. This attitude is expressed very clearly in the autobiography of Pleasant Houston Spears
The 1st, 2nd and 3rd Regiments participated in the Battle of Prairie Grove under their state designations. It is asserted that Col. Charles W. Adams treated his regiment of conscripts more like prisoners than soldiers, with the men being held under guard and herded around like cattle, for example. The regiment spent the morning of December 7 near Prairie Grove church facing south. At about three o'clock in the afternoon it was ordered into the fight. Upon reaching Battle Ridge, the regiment was placed in a gap between Fagan's Brigade and Shelby's Brigade behind the south fence of the Borden orchard. The regiment fired a volley from behind the fence toward the right wing of the Twenty-sixth Indiana. When the Hoosiers fell back the regiment climbed over the fence and advanced north through the orchard (which was filled with fearfully mangled Union and Confederate corpses from an earlier clash) directly toward the Borden house. At approximately the place where the modern tour road crosses the orchard the regiment ran into a storm of fire from the left wing of the Thirty-seventh Illinois, including the left flank company which was armed with Colt revolving rifles. That is when the regiment broke. As both Adams and Hindman noted in their reports, many of the company officers went with the men.