By 1864, the regiment's strength was severely depleted. The 3rd Kentucky Infantry was ordered to report to General Nathan Bedford Forrest. Horses were unavailable, so the men followed Forrest on foot. The Kentucky troops that accompanied Forrest were divided into four brigades. The 3rd Kentucky Infantry was in the third brigade with the 7th Kentucky Infantry, and 8th Kentucky Infantry, commanded by Colonel A. P. Thompson. On March 15, 1864, Forrest moved north toward Paducah, Kentucky. Three miles from Paducah they encountered Union pickets and pushed them back to their camp on the outskirts of town. Under fire from a nearby fort, the Kentuckians moved through the streets of Paducah. The fort was discovered to be impenetrable, and a retreat was ordered. Thompson was killed by cannon fire while leading his troops. Forrest soon returned to Mississippi where the regiment was engaged at the Battle of Brice's Crossroads. At some point in the campaign to Kentucky, the regiment was mounted, becoming the 3rd Kentucky Mounted Infantry.
Carvell, Frank R. Jr. The Kentucky Brave: A Study of the Activities of the 12th Tennessee Infantry, 22nd Tennessee Infantry, 3rd Kentucky Infantry and 7th Kentucky Infantry, 1861-1862 (Paducah, KY: S.B.C. Pub.), 1999.
George, Henry. History of the 3d, 7th, 8th and 12th Kentucky C.S.A. (Louisville, KY: C. T. Dearing), 1911.
Thompson, Edwin Porter. History of the First Kentucky Brigade (Cincinnati, OH: Caxton Pub. House), 1868.
Thompson, Edwin Porter. History of the Orphan Brigade (Louisville, KY: L. N. Thompson), 1898.