force indicated an immediate engagement, and in such force as gave me no room to change my previously conceived opinions as to what, under such circumstances, should be my course. The case stood thus: I had at my command a grand total of 2,610 men, only one-third of him had been at all disciplined or well armed. The high water in the river filling the sloughs gave me but one route by which to retire, if necessary, and that route for some distance in a direction at right angles to the line of approach of the enemy, and over roads well nigh impassable for artillery, cavalry, or infantry. The enemy had seven gunboats, with an armament of fifty-four guns, to engage the eleven guns at Fort Henry. General Grant was moving up the east bank of the river from his landing, 3 miles below, with a force of 12,000 men, verified afterwards by his own statement, while General Smith, with 6,000 men, was moving up the west bank, to take a position within 400 or 500 yards, which would enable him to enfilade my entire works. The hopes [founded on a knowledge of the fact that the enemy had reconnoitered on the two previous days thoroughly the several roads leading to Fort Donelson] that a portion only of the land force would co-operate with the gunboats in an attack on the fort were dispelled, and but little time left me to meet this change in the circumstances which surrounded me. I argued thus: Fort Donelson might possibly be held, if properly re-enforced, even though Forty Henry should fall; but the reverse of this proposition was not true. The force at Fort henry was necessary to aid Fort Donelson either in making a successful defense or in holding it long enough to answer the purposes of a new disposition of the entire army from Bowling Green to Columbus, which would necessarily follow the breaking of our center, resting on Forts Donelson and Henry. The latter alternative was all that I deemed possible. I knew that re-enforcements were difficult to be had, and that unless sent in such force as to make the defense certain, which I did not believe practicable, the fate of our right wing at Bowling Green depended upon a concentration of my entire division on Fort Donelson and the holding of that place as long as possible, trusting that the delay by an action at Fort Henry would give time for such re-enforcements as might reasonably be expected to reach a point sufficiently near Fort Donelson to co-operate with my division, by getting to the rear and right flank of the enemy, and in such a position as to control the roads over which a safe retreat might be effected. I hesitated not a moment. My infantry, artillery, and cavalry, removed of necessity to avoid the fire of the gunboats to the out-works, could not meet the enemy there; my only chance was to delay the enemy every moment possible and retire the command, now outside the main work, towards Fort Donelson, resolving to suffer as little loss as possible. I retained only the heavy artillery company to fight the guns, and gave the order to commence the movement at once.

At 10.15 o'clock Lieutenant-Colonel MacGavock sent a messenger to me, stating that our pickets reported General Grant approaching rapidly and within half a mile of the advance work, and movements on the west bank indicated that General Smith was fast approaching also. The enemy, ignorant of any movement of my main body, but knowing that they fort was reduced or the gunboats retired, without being themselves exposed to the fire of the latter, took a position north of the forks of the river road, in a dense wood [my order being to retreat by way of the Stewart road], to await the result.

At 11 a.m. the flotilla assumed their line of battle. I had no hope of being able successfully to defend the fort against such overwhelming