DIVISION HEADQUARTERS, Camp Fogg, Tenn., February 13, 1862.

SIR: I have the honor to submit the following report of the engagement of January 19, near Fishing Creek, Pulaski County, Kentucky

On January 17 I was occupying Mill Springs, on the south side of the Cumberland River, with the Seventeenth, Twenty-eighth, and Thirty-seventh Tennessee Regiments, the First Battalion Tennessee Cavalry, two companies of the Third Battalion Tennessee Cavalry, and four pieces of artillery. I was also at the same time occupying Beech Grove, on the north bank of the river, and directly opposite Mill Springs, with the Fifteenth Mississippi, Sixteenth Alabama, Nineteenth, Twentieth, Twenty-fifth, and Twenty-ninth Tennessee Regiments, two battalions of Tennessee cavalry, two independent cavalry companies, and twelve pieces of artillery.

For some time the enemy in front of Beech Grove had occupied Somerset, 18 miles distant, with eight regiments of infantry and with artillery; and Columbia, 35 miles distant, with five regiments of infantry. On January 17 I was informed that the force from Columbia, with a large addition, making a total of from 6,000 to 10,000 men, with guns of a large caliber, under General Thomas, commanding the First Division of the Federal Army in Kentucky, was moving across my front, on the road from Columbia towards Somerset, with the intention of forming a junction with the Somerset force and attacking Beech Grove.

On the 18th, at daylight, I moved the Seventeenth and twenty-eighth Tennessee Regiments across the river from Mill Springs to Beech Grove. On the 18th I was informed that the force under General Thomas was encamped at Webb's [Logan's] Cross-Roads, a point 10 miles from Beech Grove and 8 miles from Somerset, at which the roads from Columbia to Somerset and Beech Grove to Somerset unite, and that it would there await both a re-enforcement [that I was advised was advancing from the rear] and the passage of Fishing Creek by the Somerset force. It was necessary that the Somerset force should cross Fishing Creek before it could join the force under General Thomas or approach Beech Grove, and for these purposes it had advanced from Somerset. I was advised that for these purposes it had advanced from Somerset. I was advised that late and continuous rains would prevent the passage of Fishing Creek on the 18th and 19th by any infantry force.

In the then condition of my command I could array for battle about 4,000 effective men. Absolute want of the necessary provisions to feed my command was pressing. The country around was barren or exhausted. Communication with Nashville by water was cut off by a force of the enemy occupying the river below. The line of communication in the rear was too long to admit of winter transportation and extended through a barren or exhausted country.

To defend Beech Grove required me to draw into it the force from Mill. Springs. From the course of the river and the condition of things it was easy for a detachment from the force of the enemy occupying it below to cross over, intercept the line of land communication, and, taking Mill Springs, entirely prevent my recrossing the Cumberland. This river [greatly swollen], with high, muddy banks, was a troublesome barrier in the rear of Beech Grove. Transportation over it was, at best, very difficult. A small stern-wheel steamboat, unsuited for the transportation of horses, with two flat-boats, were the only means of crossing.

Beech Grove was protected in front by earthworks; but these incomplete and insufficient, and necessarily of such extent that I had not force to defend them. The range of our artillery was bad,f and there were commanding positions for the batteries of the enemy. Every effort had