Foote, of the Federal Navy, on the 6th instant, I have now the honor to submit the following report of the details of the action, together with the accompanying papers, [marked A and B],* containing a list of officers and men surrendered, together with casualties, &c.

On Monday, February 3, in company with Major Gilmer, of the Engineers, I completed the inspection of the main work as well as outworks at Fort Heiman, south of the Tennessee River, as far as I had been able to perfect them, and also the main work, entrenched camp, and exterior line of rifle pits at Fort Henry. At 10 a.m. on that morning [the pickets on both sides of the Tennessee River extended well in our front, having reported no appearance of the enemy], I left, in company with Major Gilmer, for Fort Donelson, for the purpose of inspecting with him the defenses of that place.

Tuesday, the 4th instant, was spent in making a thorough examination of all the defenses at Fort Donelson. At noon heard heavy firing at Fort Henry for half an hour. At 4 p.m. a courier reached me from Colonel Heiman, at Fort Henry, informing me that the enemy were landing in strong force at Bailey's Ferry, 3 miles below and on the east bank of the river.

Delaying no longer than was necessary to give all proper orders for the arrangement of matters at Fort Donelson, I left with an escort of Tennessee cavalry, under command of Lieutenant-Colonel Gantt, for Fort Henry, accompanied by Major Gilmer, reaching that place at 11.30 p.m. I soon became satisfied that the enemy were really in strong force at Bailey's Ferry, with every indication of re-enforcements arriving constantly.

Colonel Heiman, of the Tenth Tennessee, commanding, with most commendable alacrity and good judgment, had thrown forward to the outworks covering the Dover road two pieces of light artillery, supported by a detachment from the Fourth Mississippi Regiment, under command of Captain W. C. Red. Scouting parties of cavalry, operating on both sides of the river, had been pushed forward to within a very short distance of the enemy's lines. Without a moment's delay, after reaching the fort, I proceeded to arrange the available force to meet whatever contingency might arise.

The First Brigade, under Colonel Heiman, was composed of the Tenth Tennessee, Lieutenant-Colonel MacGavock commanding; the Twenty-seventh Alabama, under Colonel Hughes; the Forty-eighth Tennessee, under Colonel Voorhies; light battery of four pieces, commanded by Captain Culbertson, and the Tennessee Battalion of Cavalry, under Lieutenant-Colonel Gantt. Total officers and men, 1,444.

The Second Brigade, Colonel Joseph Drake [Fourth Mississippi Regiment] commanding, was composed of the Fourth Mississippi, under Major Adaire; the Fifteenth Arkansas, Colonel Gee; the Fifty-first Tennessee, Colonel Browder; Alabama Battalion, Major Garvin; light battery of three pieces, under Captain Crain; the Alabama Battalion of Cavalry; Captain Milner's company of cavalry, with Captain Padgett's spy company, and a detachment of Rangers, under Acting Captain Milton. Total officers and men, 1, 2115. The heavy artillery, under command of Captain Taylor, numbering 75 men, were placed at the guns in Fort Henry.

As indicated some time since to the general commanding the department, I found it impossible to hold the commanding ground south of the Tennessee River with the small force of badly-armed men at my command, and, notwithstanding the fact that all my defenses were com-

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*Not found.

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