greatly fatigued, especially at the upper works, from guard duty, labor on intrenchments, and frequent alarms by day and often at night. There was then a general assent to an evacuation that night. The gunboats General Polk and Livingston, under the command of Captain Carter (who expressed the opinion that they would be sufficient for the purpose), were to proceed to Fort Thompson, to remove the garrison and property to Tiptonville. I was directed to accompany Captain Carter and give orders for the evacuation of Fort Thompson, while General McCowan, as I understood, was himself to give directions at the upper fort We were then out in the river, opposite to the town. On arriving near Fort Thompson, on board the Polk, Captain Carter called my attention to the fact that the McRae and Ponchartrain were moving down the river, instead of remaining behind to cover our retreat. They passed on below us, and did not, as I am aware, return. We reached on below us, and did not, as I am aware myself went ashore and sent into the fort for General Gantt, Colonel Smith, and Captain Stewart. On inquiry I learned that the pickets thrown out from the fort had been driven in, and none were then posted. Three of Colonel Smith's companies were then in the rifle ditch. I directed him to take the balance of this regiment and post a strong guard, and to advance it as far towards the enemy as he notified what was to be done, and informed that the ammunition would first be removed, then the guns, and lastly the men and their baggage. They were duly cautioned as to conducting the work in silence. Captain Carter then said to them that they must hasten the matter; that he intended to save his boats, and that if the enemy fired upon them for the ordnance officer (Lieutenant Isnard), and directed him to superintend the removal of the ammunition. The sailors, artillerymen, and most of the infantry remaining were set to work at this. In the course of an hour it began to rain. I had previously directed an officer to begin the removal of the 24-pounder guns with his men. One of them was limbered up and pulled off its platform onto the ramp in the rear, where it sunk so deep in the mud that it was impossible to move it. The rain was unusually violent, and the night became so dark that it was difficult to see, except by the flashes of lightning. The men be came sullen and indifferent-indisposed to work. I spent some time in collecting together such of them as were idle, and urged them to carry off the boxes of ammunition from the magazine and pass them aboard the boats. At length I learned from Captain Steward that all the guns had been spiked; that rat-tail files had been sent up for the purpose from one of the gunboats, with orders to spike the guns. I replied that no such orders had been given by me; that the spiking of the guns should have been the last thing done, and directed him to make another effort with his artillery companies to remove the guns, and if it could not be done, to cut up the carriages.

Soon after this an artillery officer informed me that Gantt's regiment was going aboard the boats; that Captain Carter was hurrying them, telling them he intended to save his boats, and would leave them to shift for themselves if the enemy fired, and that he had told General Gantt to hurry his men abroad. There was an old wharf-boat at the landing used as a hospital, which contained, as I was informed, some hundred sick persons and their attendants. I gave directions to have as much baggage put abroad it as it could safely hold, and the remainder on the two gunboats; sent out for Colonel Smith and his regiment,