JUNE 6, 1862.-Naval engagement off Memphis, Tenn., and occupation of that city by Union forces.

Report of Col. Charles Ellet,jr.

OPPOSITE MEMPHIS, June 11, 1862.

Hon. E. M. STANTON:

SIR: I have the honor to report the details of the naval engagement of the 6th instant off Memphis, in which two of the rams of my fleet participated.

A reconnaissance at Fort Pillow on the evening of the 4th, made by two of my steamers, satisfied me that the fort was evacuated. I approached with the Queen of the West close enough to invite the fire of the rebel guns, but received no shot, while very considerable smoke and flames indicated the burning of the property of the enemy. Before daylight Lieutenant-Colonel Ellet, at his own suggestion, went in a yawl with a small boat's crew down to the fort, found it deserted, and planted the Stars and Stripes there. I followed almost simultaneously with a portion of my fleet.

After a brief delay I proceeded with three vessels to Randolph and sent Lieutenant-Colonel Ellet ashore with a flag of truce. He there ascertained that the rebel forces had been hastily withdrawn the night before, after destroying their artillery, burning a good deal of cotton, and doing what other mischief they could in the short time they could venture to remain.

Later in the day the gunboats under Commodore Davis moved down the Mississippi toward Memphis, while I collected my fleet and passed the night on the Tennessee shore some 18 miles above Memphis.

Having seen the rebel fleet abandon a position whence they could choose their own time of attack, with Fort Pillow to fall back upon, I had no expectation that they would make a stand at Memphis, which was represented to be entirely unfortified. Nevertheless I left the shore at daybreak on the morning of the 5th, keeping four of my strongest steamers in the advance, prepared for any emergency. On approaching Memphis I found the gunboats under Commodore Davis anchored across the channel. I accordingly rounded to with the Queen [my flagship], and made fast to the Arkansas shore, with the intention of conferring with Commodore Davis and collecting information preparatory to the next movement. But my flag-ship [the Queen of the West] had been but a few minutes secured to the bank before a shot, which seemed to pass over her, announced the presence of the enemy. I immediately ordered the lines to be cast off, signified to Lieutenant-Colonel Ellet, on the Monarch, whose place was next in order, to follow, hoisted the flag, which was the signal I had prescribed for going into action, rounded to with head downstream, and passing between the gunboats, which were then returning the enemy's fire with considerable vivacity, bore down upon the enemy, expecting to be followed by the Monarch, the Lancaster, and the Switzerland in order. I found the rebel gunboats, all of which were rams, armed with guns, heading boldly upstream toward our fleet, while the levee at Memphis was crowded with spectators. I directed my attack upon two rebel rams which were about the middle of the river very close together, and supported by a third a little in their rear and a little nearer to the Memphis shore. These two rams held their way so steadily, pointing their stems directly upon the stern of the Queen, that it was impossible for me to direct the pilots, between whom I had taken my stand, upon which to direct our shock. But as