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The single ferry was occupied by the ammunition trains, the ford by the wagons.

disposed to accept the early rumors concerning The ford was too deep for the teams to cross the enemy's strength, I reported to the Depart-in regular succession. Only the strongest horses, ment that it was about fifteen thousand. It is after a few experiments, were allowed to essay now conclusively shown that not less than twen- the passage of the river before morning. ty-five thousand men were in position, and could have been brought into action. On the right and left their great superiority of numbers was plain- The cavalry was secure in its form of crossing. ly felt and seen, and the signal officers, from ele- The troops only had no transportation. Fortuvated positions, were enabled to count the regi-nately, the train we had so sedulously guarded mental standards, indicating a strength equal to served us in turn. Several boats belonging to the that I have stated. pontoon-train, which we had brought from StrasMy own command consisted of two brigades of burgh, were launched and devoted exclusively to less than four thousand men, all told, with nine their service. It is seldom that a river-crosshundred cavalry, ten Parrott guns, and one bat-ing of such magnitude is achieved with greater tery of six-pounders, smooth-bore cannon. To success. There never were more grateful hearts this should be added the Tenth Maine regiment in the same number of men, than when, at midof infantry, and five companies of Maryland cav-day on the twenty-sixth, we stood on the oppoalry, stationed at Winchester, which were engag- site shore. ed in the action. The loss of the enemy was treble that of ours in killed and wounded. In prisoners ours greatly exceeds theirs.

Officers, whose words I cannot doubt, have stated, as the result of their own observations, that our men were fired upon from private dwellngs in passing through Winchester; but I am credibly informed, and gladly believe, that the atrocities said to have been perpetrated upon our wounded soldiers by the rebels, are greatly exaggerated or entirely untrue.

My command had not suffered an attack and rout, but accomplished a premeditated march of near sixty miles, in the face of the enemy, defeating his plans and giving him battle wherever he was found.

Our loss is stated in detail, with the names of the killed, wounded and missing, in the full report of Brig.-Gen. A. S. Williams, commanding division, to which reference is made.

The whole number of killed is thirty-eight; wounded, one hundred and fifty-five; missing, seven hundred and eleven. Total loss, nine hun

Our march was turned in the direction of Martinsburgh, hoping there to meet with reenforce-dred and five. ments the troops moving in three parallel columns, each protected by an efficient rear-guard. Pursuit by the enemy was prompt and vigorous, but our movements were rapid and without loss.

It is undoubtedly true that many of the missing will yet return, and the entire loss may be assumed as not exceeding seven hundred. It is also probable that the number of killed and wounded may be larger than that above stated, but the aggregate loss will not be changed thereby. All our guns were saved.

saved. The stores at Front Royal, of which I had no knowledge until my visit to that post on the twenty-first instant, and those at Winchester, of which a considerable portion was destroyed by our troops, are not embraced in this statement.

A few miles from Winchester, the sound of the steam-whistle, heard in the direction of Martinsburgh, strengthened the hope of reënforcements, Our wagon-train consisted of nearly five hunand stirred the blood of the men like a trumpet.dred wagons. Of this number fifty-five were Soon after, two squadrons of cavalry came dash-lost. They were not, with but few exceptions, ing down the road, with wild hurrahs. They abandoned to the enemy; but were burned upon were thought to be the advance of the anticipated the road. Nearly all of our supplies were thus support, and received with deafening cheers. Every man felt like turning back upon the enemy. It proved to be the First Maryland cavalry, Lieut.Col. Wetschky, sent out in the morning as a train-guard. Hearing the guns, they had returned to participate in the fight. Advantage was taken of this stirring incident to reorganize our The number of sick men in the hospital at column, and the march was continued with re- | Strasburgh, belonging to Gen. Williams's division, newed spirit and ardor. At Martinsburgh, the was one hundred and eighty-nine, one hundred column halted two and a half hours, the rear- and twenty-five of whom were left in hospital at guard remaining until seven in the evening in Winchester, under charge of Surgeon Lincoln R. rear of the town-and arrived at the river at sun- Stone, Second Massachusetts; sixty-four were down, forty-eight hours after the first news of the left in hospital at Strasburgh, including attendattack on Front Royal. It was a march of fifty-ants, under charge of Surgeon Gillispie, Seventh three miles, thirty-five of which were performed Indiana, and Assistant-Surgeon Porter, United in one day. The scene of the river, when the States army. rear-guard arrived, was of the most animating and exciting description. A thousand camp-fires were burning on the hillside, a thousand carriages of every description were crowded upon the banks, and the broad river between the exhausted troops and their coveted rest.

Eight of the surgeons of this division voluntarily surrendered themselves to the enemy in the hospitals and on the field for the care of the sick and wounded placed under their charge. They include, in addition to those above named, Brigade-Surgeon Peale, at Winchester; Surgeon

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It is seldom that men are called upon to make a greater sacrifice of comfort, health and liberty for the benefit of those entrusted to their charge. Services and sacrifices like these ought to entitle them to some more important recognition of their devotion to public duty than the mere historical record of the fact. The report of the Medical Director, Surgeon W. S. King, exhibits the disposition of nearly one thousand sick and disabled men left at Strasburgh, of Shields' division, upon its removal to the Rappahannock Valley.

REPORT OF BRIG.-GENERAL GORDON.
HEADQUARTERS THIRD BRIGADE
CAMP NEAR WILLIAMSPORT, MD.

Capt. Wm. D. Wilkins, Asst. Adjt.-Gen., Gen.
Williams's Division, Fifth Army Corps:
CAPTAIN: Agreeably to instructions received
from headquarters of the division, I have the
honor to report the movements of my brigade in
an engagement with the enemy on the twenty-
fifth instant, in front of and less than a third of a
mile from the town of Winchester, Va. At dawn
in the morning, I received information through
the officer commanding the pickets, that the ene
my in large numbers were driving them in, and
approaching the town.

I immediately formed my brigade in line of My warmest thanks are due to the officers and battle, the right resting upon the commanding men of my command, for their unflinching cour-ridge, the left extending into the valley. The age and unyielding spirit exhibited on the march and its attendant combats, especially to Brig.Gen. A. S. Williams, commanding the division; Gen. George S. Greene and Gen. L. W. Crawford, who had reported for duty, but were yet unassigned to separate commands. They accompanied the column throughout the march, and ren

dered me most valuable assistance.

My thanks are also due to the gentlemen of my staff-Major D. D. Perkins, Chief of Staff; Capt. James W. Abert, of the Topographical Engineers; Capt. William Sheffler, Capt. Frederick Munthur, and Capt. Frederick De Hautenville, for their arduous labors.

ridge surrounds the town which it holds as in a basin. It is less than one third of a mile distant, and presents many key-points for positions. I placed my artillery battery, M, of First NewYork, composed of six six-pound Parrott guns, under Lieut. Peabody, upon the ridge, and thus awaited further developments. About five A.M., skirmishers from the Second Massachusetts on

the right and crest of the hill became sharply engaged. At about the same time I directed the battery to open upon the columns of the enemy, evidently moving into position just to the right and front of my centre. This was done with admirable effect, the columns disappearing over the crest. For more than an hour a fire of shell and canister from several rebel batteries was directed upon my position.

It gives me pleasure, also, to commend the conduct of Col. Donnelly and Col. Gordon, commanding the two brigades. I would also respectfully ask the attention of the Department to the My brigade, being somewhat protected by a rareports of the several officers commanding de- vine, suffered but little loss. The fire of our tachments separate from the main column, and skirmishers, and the spirited replies of the batto the officers named in the report of Gen. Wil-tery, with heavy musketry and artillery firing on liams, as worthy of commendation for meritorious our left in Donnelly's brigade, were the only

conduct.

Brig.-General A. S. Williams, commanding the First division of the army of the Shenandoah, received and promptly saw executed all the orders emanating from me, and by his military experience and knowledge of the proper disposition and movements of troops upon the battle-field, as well as by his admirable coolness and energy,

marked features of the contest until after six At about half-past six, perhaps nearer A.M. seven A.M., large bodies of infantry could be seen making their way in line of battle towards my right. They moved under cover of the dense Woods, thus concealing somewhat their numbers. I directed the Twenty-ninth Pennsylvania regidiana regiment, Col. Colgrove, to change position ment, Col. Murphy, and the Twenty-seventh InAll the arrangements for the sick and wounded from the left to the right of my line, holding the were made by Dr. Thomas Antisell, Medical Di- Second Massachusetts regiment, Lieut.-Col. Anrector of the First division, then acting as De-drews, first on the right in the centre, the Third partment Director, discharging his duties with marked ability.

rendered invaluable service during the retreat.

The Signal Corps, Lieut. W. W. Rowley commanding, rendered most valuable service on the field and in the march. There should be some provision for the prompt promotion of officers and men so brave and useful as those composing this corps. The safety of the train and supplies is in a great degree due to the discretion, experience and unfailing energy of Capt. S. B. Holabird and Capt. E. G. Beckwith, United States army. I have the honor to be, with great respect, your obedient servant,

N. P. BANKS,
Major-General Commanding.

Wisconsin regiment, Col. Ruger, forming the left. This movement I had hardly completed, despite a new battery which opened upon my line, when three large battalions of infantry, moving in order of battle, came out from their cover and approached my brigade. They were received with a destructive fire of musketry, poured in from all parts of my brigade that could reach them.

Confident in their numbers, and relying upon large sustaining bodies, suspicions of which behind the covering timber in our front were surely confirmed, the enemy's lines moved on, but little shaken by our fire. At the same time, in our front, a long line of infantry showed themselves

rising the crest of the hills just beyond our position. My little brigade, numbering in all just two thousand one hundred and two, in another moment would have been overwhelmed. On its right, left and centre, immensely superior columns were pressing-not another man was available, not a support to be found in the remnant of his army corps left Gen. Banks. To withdraw was now possible, in another moment it would have been too late. At this moment I should have assumed the responsibility of requesting permission to withdraw, but the right fell back under great pressure, which compelled the line to yield.

I fell back slowly, but generally in good order. The Second Massachusetts in column of companies moving by flank, the Third Wisconsin in line of battle moving to the rear. On every side above the surrounding crest surged the rebel | forces. A sharp and withering fire of musketry was opened by the enemy from the crest upon our centre, left and right. The yells of a victorious and merciless foe were above the din of battle, but my command was not dismayed. The Second Massachusetts halted in a street of the town to reform its line, then pushed on with the column, which, with its long train of baggagewagons, division, brigade, and regimental, was making its way in good order towards Martinsburgh.

My retreating column suffered serious loss in the streets of Winchester: males and females | vied with each other in increasing the number of their victims by firing from the houses, throwing hand-grenades, hot water, and missiles of every description. The hellish spirit of murder was carried on by the enemy's cavalry, who followed to butcher, and who struck down with sabre and pistol the helpless soldier sinking from fatigue, unheeding his cries for mercy, indifferent to his claims as a prisoner of war.

This record of infamy is preserved for the females of Winchester. But this is not all: our wounded in hospital, necessarily left to the mercies of our enemies, I am credibly informed were bayoneted by the rebel infantry. In the same town, in the same apartments, where we, when victors on the fields of Winchester, so tenderly nursed the rebel wounded, were even so more than barbarously rewarded.

The rebel cavalry, it would appear, give no quarter. It cannot be doubted that they butchered our stragglers, that they fight under a black flag, that they cried as they slew the wearied and jaded: "Give no quarter to the d-d Yankees." The actual number of my brigade engaged was as follows:

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Enlisted

580

In estimating the force of the enemy, I turn for a moment to the movement of the first division from Strasburgh to Winchester on the preceding day, the twenty-fourth, and my engagement with the enemy on the march, assured me of their presence in great force upon our right flank. The capture and destruction of Col. Kenly's command, first brigade, on the twenty-third, at Front Royal, while guarding our railroad communication with Washington, and the facts set forth in my report of my engagement on the twenty-fourth, tended to a conviction of the presence of a large force under Gen. Ewell in the valley of the Shenandoah. The union of Jackson with Johnson, composing an army larger by many thousands than the two small brigades, with some cavalry and sixteen pieces of artillery, which comprised the entire army corps of Gen. Banks, furnishes evidence justifying a belief of the intention of the enemy to cut us off, first from reenforcements, second to capture us and our material beyond peradventure.

From the testimony of our signal officers, and from a fair estimate of the number in rebel lines drawn up on the heights, from fugitives and deserters, the number of regiments in the rebel army opposite Winchester was twenty-eight, being Ewell's division, Jackson's and Johnson's forces, the whole being commanded by Gen. Jackson.

These regiments were full, and could not have numbered much less than twenty-two thousand men, the corresponding proportion of artillery, among which were included two of the English Blakeley guns. Less than four thousand men in two brigades, with sixteen pieces of artillery, kept this large and unequal force in check for about three hours, then retreating in generally good order, preserved its entire train, and accomplished a march of thirty-six miles.

Where all the regiments in my brigade behaved so well, it is not intended to reflect in the least upon others in mentioning the steadiness and discipline which marked the actions of the Second Massachusetts, Lieut.-Colonel Andrews, Third Wisconsin, Col. Ruger. The enemy will long remember the destructive fire which three or four companies of the Third Wisconsin, and a like number of the Second Massachusetts, poured into them as these sturdy regiments moved slowly in line of battle from the field.

I herewith enclose a list of the killed, wounded, and missing of the several regiments of my brigade, hoping that the numbers will hereafter be reduced by arrivals of those marked missing. How many were captured it is impossible now to determine.

Col. Murphy, Twenty-ninth Pennsylvania, is Men. known to be a prisoner. Major Dwight, of the 550 Second Massachusetts, while gallantly bringing 431 up the rear of the regiment, was missed somewhere near or in the outskirts of the town. It is 2014 hoped that this promising and brave officer, so 88 cool upon the field, so efficient everywhere, so .2102 much beloved in his regiment, and whose gallant

452

services on the night of the twenty-fourth instant will never be forgotten by them may have met with not worse fate than to be held as a prisoner of war.

To my personal staff, Lieut. C. P. Horton, Second Massachusetts regiment, my Assistant Adjutant-General, to Lieut. H. B. Scott of the same regiment, my Aid-de-Camp, I am indebted for promptness in transmission of orders, for efficiency, and gallant services in action.

The sound of his

enemy were pursuing us. guns we could distinctly hear. With the view of uniting the train if possible, and with the sanction of Gen. Banks, I proceeded with two regiments of my brigade and two sections of artillery to attack the enemy, and do what I might for the rescue of our rear-guard and baggage. My force was increased by a third regiment ordered by Gen. Banks to report to Gen. Hatch, commanding rear-guard, if practicaI desire to express my thanks to Colonels Mur-ble. This regiment, the Twenty-eighth New phy, Ruger, Colgrove, and Andrews, to the offi-York, Lieut.-Col. Brown, fell also under my comcers and men generally of my command, especial- mand. Upon arriving near Newtown, I found ly to officers and men of battery M, whose skill and courage tended so much by their destructive fire to disconcert the enemy, and hold him in check.

In fine, in the two days of the twenty-fourth and twenty-fifth of May, the larger portion of my brigade marched sixty-one miles, the Second Massachusetts skirmishing on the twenty-fourth, for more than six hours, with rebel cavalry and artillery, the whole command on the twenty-fifth fighting a battle.

I herewith enclose such reports of colonels of regiments as have been forwarded.

HEADQUARTERS THIRD BRIGADE,
CAMP NEAR WILLIAMSPORT, MD.

Gen. A. S. Williams, Commanding First Division Fifth Army Corps:

GENERAL: I take the first moment of leisure from arduous military duties, to report in brief the events of an engagement of forces under my command with the enemy, on the march of the Fifth Army Corps, under Gen. Banks, from Strasburgh to Winchester on the twenty-fourth of May.

Disastrous news from fugitives of the First Maryland regiment received the night of the twenty-third instant, made it apparent that a very large force of the enemy threatened us at Strasburgh. The precautionary order to pack and send to the rear any brigade and regimental trains was complied with. They started for Winchester that night, and were thus saved.

The morning of the twenty-fourth brought little cheer; the worst reports were confirmed. Frequent reconnoissances during the night and morning of the twenty-fourth developed that a very large force of the enemy threatened to surround us at Strasburgh. At ten A.M. my brigade was ordered, in conjunction with the First brigade of your division, to move toward Newtown, en route for Winchester, to check an approach of the enemy from that direction. No enemy being found at Middletown, or within four miles of there in the direction of Front Royal, our march was continued. Our column moved on toward Strasburgh in good order, preceded by an immense train of wagons, and followed by many that could not be prepared for moving the night before. At two P.M. report from the rear reached us that the train had been attacked by the enemy; that we were entirely cut off from our rear-guard; that many wagons had been captured, and that the

some confusion in the train, and saw perhaps six or seven wagons that had been overset and aban doned. The Twenty-seventh Indiana of my brigade, previously ordered with section of artillery to this point, I found drawn up in line of battle.

The rebel force and battery were said to be at the town, distant about half a mile beyond. I made dispositions to attack them with artillery and infantry, holding one regiment in reserve for further use. The Massachusetts Second, under Lieut.-Col. Andrews, with skirmishers thrown to the front, covered the approaches to the town, supported by its own reserve and the Twentyeighth New-York. The rebel force was at once driven from the town. A heavy fire of artillery was opened upon my command from a rebel battery, to which we replied with spirit, driving the enemy from his position. After an hour or more of skirmishing, with continual firing of artillery on both sides, I had driven the enemy from Newtown, which I held.

At this time I was joined by Gen. Hatch, who had, by a circuitous pathway, been able to join the first half of the column. He at once confirmed my fears that the enemy in strong force had taken a portion of the rear part of our train with such stores as might have been left at Cedar Creek, and such forces as had not haply escaped. I became convinced of the impossibility of making headway against the force in my front, and I much feared being surrounded, as large bodies of cavalry were seen in the distance toward Winchester, my then rear.

It was now about eight o'clock. Gen. Hatch was safe, the enemy driven from Newtown, all our train in advance of the centre protected from further assault, I determined to withdraw, and as I could not transport, to burn the seven or eight abandoned wagons. This was accordingly done.

The difficult task of keeping the enemy at bay was confided to the Second Massachusetts, Lieut.Col. Andrews. To aid him, I ordered cavalry and one section of artillery to the rear. The column thus proceeded to join the main body at Winchester. Fearful of an attempt on the part of the enemy to seize the road where it enters Winchester, (and which they did not an hour after the Second Massachusetts passed,) I made rapid progress, reaching the environs of Winchester at about twelve o'clock at night. Frequent reports from Lieut.-Col. Andrews advised me of the good progress of the rear, also that they were somewhat annoyed with skirmishing

cavalry. I sent him such additional force as I alry in the edge of the wood on our left. I rethought might be necessary, but becoming impa-ceived an order to advance, take the town, and

tient at his non-arrival, I went out with an orderly to meet him, and arrived at the head of the regiment about one o'clock.

Rather a severe skirmish was then going on between the rear company of the regiment, Capt. Underwood, and the enemy. Their temerity punished and their advance checked, we reached our encampment at half-past two A.M. The men of my brigade were without shelter, many of them without rations. Having imprudently, though intending to offer better service, laid aside their knapsacks, their capture deprived them of food. The Second Massachusetts regiment made this day a march of thirty miles, ten of which was a continual running fight.

hold it until further orders. Companies A and C, under Capts. Abbott and Cogswell, were deployed as skirmishers, and advanced, followed by the remainder of the regiment and the section of Best's battery, under a well-directed fire of the enemy's artillery posted in the main street, and in the full view of our cavalry.

The enemy was speedily driven from the town to a position on the heights beyond, from which he continued the fire of artillery, principally directed against the section of Cothron's battery, which had advanced and taken position on our right; but his fire was with little or no effect. The sections of Best's and Cothron's batteries replied by a well-directed fire.

The service performed by this regiment on this At sunset, an order came to withdraw and reoccasion reflects the greatest credit upon both sume the march to Winchester, the desired obofficers and men. Never shaken by the discharge ject having been attained. This was done, the of artillery and musketry into their ranks, this two companies above-mentioned forming the rearnoble regiment moved in column along the guard, and company B, Capt. Williams, thrown road. Undismayed by an enemy they could not out as flankers, the artillery, with three compasee, firing at the flashes of rebel rifles, support-nies of this regiment leading, followed by the reing their wounded and carrying their dead for mainder of the regiment in column. We soon more than eight miles, they guarded the rear of overtook the Twenty-seventh Indiana regiment, the column; then with two and one half hours which was engaged in the destruction of abanof slumber upon the earth, uncovered and un-doned property of the train. This caused some protected, they were aroused by the cannon and delay, but the march was soon resumed. The musketry that ushered in the battle of Winches- Twenty-eighth New-York was in advance of the ter to do their part in the heroic struggle of that Twenty-seventh Indiana. day.

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LIEUT.-COLONEL ANDREWS' REPORTS. HEADQUARTERS SECOND REGIMENT MASSACHUSETTS VOLS.,

CAMP AT WILLIAMSPORT, MD., May 26, 1862.

Colmel Geo. H. Gordon, Commanding Third
Brigade:

At the place in which the knapsacks were left, the regiment was halted; the rear-guard and flankers remaining in their places, the rest of the regiment were ordered to take their knapsacks. Six companies of the New-York cavalry here joined us. It was now quite dark, and the enemy, who had not before shown himself on our return, made a cavalry charge, which was promptly repelled by a volley from the rearguard, which was delivered at short range with perfect coolness and great effect.

The enemy then fired a single shell, which was replied to by another volley from the rear-guard, and the enemy ceased for a time his attack. The companies composing the rear-guard and flankers were now directed in turn to take their knapsacks, company I, Capt. Underwood, forming the new rear-guard, and company D, Capt. Savage, the flankers.

SIR: I have the honor to submit the following report of the operations of the Second regiment Massachusetts volunteers, on the twenty-fourth inst. At about eleven o'clock A.M., the regiment left camp at Strasburgh, marching toward Win- The enemy now sent forward a line of skirmishchester. After a fatiguing march of about thir-ers, who opened a fire on Capt. Underwood's teen miles, when within about five miles of Win- company, which, although very severe, was suschester, I received an order to return toward tained and replied to with a steadiness most Strasburgh, to assist the rear-guard in repelling creditable to the officers and men of that comattacks upon the train. Knapsacks were deposit-pany. The firing continuing, I sent forward in ed at the side of the road, to relieve the men, already much fatigued with the march over a dry, dusty road. We were followed by the Twenty-eighth New York regiment, Lieut. - Colonel Brown, and a section of Best's battery, under Lieut. Cushing.

support on the right and left platoons of the companies of Capts. Cogswell and Williams, and our fire soon produced a marked effect on the enemy.

Everything being now ready, the march was resumed. The enemy followed but a short dis

tance. The march was continued until we reachOn arriving at Newtown, I found the Twenty-ed Kernstown, when a halt was ordered, to rest seventh Indiana regiment formed in line on this the men and make arrangements to send forward side of the town, with two sections of Cothron's some of our wounded. From the non-arrival of battery, which were firing upon the enemy's cav-ambulances, some delay occurred, during which

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