HEADQUARTERS ARMY OF THE POTOMAC,
Camp near Tunstall's Station, Va, May 21, 1862.

Major General AMBROSE E. BURNSIDE,

Commanding Department of North Carolina, New Berne:

GENERAL: By direction of the general commanding I have the honor to acknowledge the receipt of your dispatch of the 17th instant and to communicate the following in reply:

Assuming your force to be about 15,000, in the event of a movement on Winton, &c., you would probably have to leave at least 5,000 in New Berne, 1,000 as a railway guard, 1,000 at Beaufort and Fort Macon, 500 at Hatteras Inlet, and 1,000 at Roanoke, making 8,500 in all, and leaving not more than 6,000 to 6,500 men for active operations, a force too small to do much good; but by operating on Goldsborough, you would have to leave only, say, 1,000 at Roanoke, 500 at Beaufort, and 1,000 at New Berne, giving you 12,500 available in the field, The general, therefore, thinks that a cautious yet bold advance on Goldsborough as soon as the necessary transportation arrives would produce a better effect, a nd would neutralize a larger portion of the enemy's force than any other movement you could make.

We are moving on steadily and as rapidly as the state of the roads hitherto, supplies, and the necessity for extended reconnaissances have allowed. Our light troops crossed the Chickahominy early this morning at Bottom's Bridge and the railway bridge (both of which had been burnt) without meeting the enemy, but we have as yet no reliable intelligence of his position or movements. A heavy force will be thrown across without delay.

Everything goes to show that the enemy is before us in superior force, perhaps double our own available strength at present, and the general is still of the opinion that they will make a decided stand this side of Richmond, as is evidently their best policy. But even should they abandon Richmond, it may well be to offer battle at some point farther South in Virginia and off the navigable streams.

We command the navigation of the James River up to Wall's Bluff, on the other bank, about 8 miles below Richmond, where the gunboats were repulsed on the 15th.

You are probably informed that General McDowell was ordered on the 17th to move on Richmond by the line of the Fredericksburg Railway and to effect a junction with this army on our right, keeping his forces always so as to cover the line of approach to Washington. McDowell will bring from 35,000 to 40,000 men with him.

Very respectfully, your obedient servant,

S. WILLIAMS,

Assistant Adjutant-General.

HEADQUARTERS DEPARTMENT OF NORTH CAROLINA,
New Berne, May 28, 1862.

Honorable E. M. STANTON,

Secretary of War, Washington:

SIR: I have the honor to report that Governor Stanley arrived at this port night before last, and is fast making his arrangements to assume the duties assigned to him. He handed me your letter of instructions to me, which I will most cheerfully obey to the best of my ability. I have consulted fully with the Governor, and find that our views in