The circumstances which may have caused the evacuation of Fort Pillow did not surround Fort Randolph, and I am satisfied that, even with the few troops that were at Pillow, Randolph could have been held for several days, with a sure and safe retreat when necessary, if ever.

Our fleet, for want of coal, as represented, fell back to Memphis on the 5th, with the intention of returning to Island No. 40. The arrangements for this purpose were being made, but before 10 o'clock p.m. on the 5th the tugs which were on picket above the city reported the enemy's tugs in sight. This was discredited, but our boats anchored in the channel of the river, prepared for a battle.

At 12.30 a.m. on the 6th your telegram, giving Commodore Montgomery and myself the joint command of the river defense, was received. I immediately wrote a note to the commodore, inclosing your telegram, and asking what I should do to co-operate with him. He requested two companies of artillery to be sent aboard at daybreak. [All of my men were at the depot, awaiting transportation to Grenada.] I at once ordered the companies to hold themselves in readiness. At the dawn of day I was awakened with the information that the enemy were actually in sight of Memphis. I hurried on board to consult with Montgomery. He instructed me to hurry my men to Fort Pickering Landing, and sent a tug to bring them up to the gunboats, which were advancing to attack the enemy. I hastened my men to the place indicated, but before we reached it our boats had been either destroyed or driven below Fort Pickering, and I marched back to the depot to come to this place to await orders.

I saw a large portion of the engagement from the river banks, and am sorry to say that in my opinion many of our boats were handled badly or the plan of the battle was very faulty. The enemy's rams did most of the execution, and were handled more adroitly than ours-I think, however, entirely owing to the fact that the guns and sharpshooters of the enemy were constantly employed, while we were almost without either. The Colonel Lovell was so injured that she sank in the middle of the river; her captain, James Delancy, and a number of others, swam to shore. The Beauregard and Price were running at the Monarch [Yankee] from opposite sides when the Monarch passed from between them, and the Beauregard ran into the Price, knocking off her wheel and entirely disabling her. Both were run to the Arkansas shore and abandoned. The Little Rebel, the commodore's flag-boat, was run ashore and abandoned after she had been completely riddled, and, I am satisfied, the commodore killed. The battle continued down the river out of sight of Memphis, and it is reported that only two of our boats, the Bragg and Van Dorn, escaped.

It is impossible now to report the casualties, as we were hurried in our retirement from Memphis, and none but those from the Lovell escaped on the Tennessee side of the river. So soon as more information can be collected I will report.

Yours, most respectfully,

M. JEFF. THOMPSON,

Brigadier-General, Missouri State Guard.

General G. T. BEAUREGARD, C. S. A., Baldwin, Miss.

58 R R-VOL X