bastion on the east, and twenty-five second thereafter the second, and the residue in quick succession.

Taking a position where I could distinctly see the effect of our shots, I was gratified to find that every shot told upon their works, and that two of their guns were dismounted. This was repeated upon the same two of their firing ceased, except from one gun. Our next fire was directed, after a similar manner, upon the works to the right. After two rounds from the first their battery made no further response.

I am gratified to say that, notwithstanding our Artillery Corps had never before been under fire, they acted with great coolness and courage. The firing of the enemy was spirited and directed with great precision. The guns of Lieutenant Isnard, on the curtain fronting the enemy, were managed with great coolness and effect. They drew a warm fire from the enemy, many shots passing over and around them, while others struck the parapet between the guns, bounding over the heads of the gunners. The shots were generally picket up and sent back.

A gun managed by W. H. Toler, of Captain Upton's company, by its unerring aim provoked the fire of the enemy. Three balls in quick succession passed directly over it, while the fourth (a 32-pounder) passed directly under the muzzle, striking the axle, the ball shivering it in pieces. Fragments of it struck Mr. Toler, who, not the least disconcerted, promptly asked and obtained leave to return the fire. Night coming on, our men slept on their arms in the fort.

About 10 a. m. I received orders from General Stewart to evacuate the fort. I was not surprised at this, as without receiving re-enforcement we could not possibly hold the place, the enemy numbering, as we had learned, eighty regiments, with seventy pieces of artillery, while our whole force in both forts could not exceed 3,500. I was satisfied that the order was made because such re-enforcement could not be obtained, and because there was no reason to sacrifice a force whose close proximity to another point would render them invaluable, and where a sacrifice of the, if necessary, would have an inconceivable moral effect. I think the enemy intended no immediate assault. His plan evidently was to throw around us at nigh new batteries, supporting them with a force large than our entire garrison, thus compelling us, at the loss of the co-operation of the gunboats and guns from the forts, to go out to meet him, or to be reduced by the increased strength of our [his] artillery and ultimately and speedily overwhelmed. We dared not go out to meet him. There was no time when we could have done os or even harassed him on his march. His cavalry force alone was a as large as the garrison at Fort Thompson, and his advance guard outnumbered all the Confederate troops at that time on the Mississippi River above Memphis, or, as I am advised, which could possibly have bene spared to us.

In obedience to instructions from General Stewart I ordered Lieutenant-Colonel Miller to remain quietly in the rifle pits, with six companies under his command, and Colonel Smith to take seven companies of the Eleventh Arkansas and press his way quietly as close up to the enemy's lines as he will might, so as t keep back the enemy's pickets, who, just looking around, had fired upon ours This he executed promptly and effectively, the only difficulty he experienced being to restrain his men from precipitating themselves upon the enemy, regardless of numbers. I then, with the aid of Captain Hatcher, roused up the seven remaining companies and the two companies of artillery, and put them under charge of officers to remove the stores