When Price entered the state, he had about 13,000 men with him, many of which were poorly armed or had no weapons at all. The Confederate force included 14 cannons, but these were of small bore, which limited their effectiveness against fortifications. Price's force was divided into three divisions, commanded by Major General James F. Fagan and Brigadier Generals John S. Marmaduke and Joseph O. Shelby. Around 10,000 Union soldiers were scattered across Missouri, of whom about 3,000 were assigned to the St. Louis region, under the command of Brigadier General Thomas Ewing Jr.. Many of Ewing's men were in units of the Missouri State Militia (MSM) or the Enrolled Missouri Militia (EMM). While many of the MSM men had guerilla warfare experience, the EMM soldiers were poorly trained and equipped.