with General Hill's command, would fall back, thinking re-enforcements would arrive, which, in conjunction with my command, would move on Leesburg. In full expectation of our advance General Hill sent his stores and baggage to Middleburg, and commenced burning hay and grain stacks to prevent them falling into our hands.

About noon I put my main body, with cavalry and artillery, in motion, leaving instructions for the balance to follow during the night. We entered Whearland in time to prevent the incendiary designs of White's cavalry, who would have burnt it. This created a panic among the troops at Waterford, who fled to Leesburg without applying the torch .

We entered Waterford about 11 o'clock at night, where the command rested 3 hours. By a forced march we reached Leesburg shortly after sunrise, and took possession of Fort Johnston, where we planted the Stars and Stripes, and then entered the city. The rear of General Hill's retreating forces could be seen in the distance. They retired to Middleburg. General Hill and staff retreated at full gallop. My other detachments joined me during the day. We at once took possession of the court-house, bank, and all other public buildings, and Forts Beauregard and Evans. We found considerable secession feeling, and established a rigid provost-marshalship, and enforced strict order and decorum. We garrisoned Fort Johnston and made every preparation to resist attack. We took a number of prisoners of note, whom we dispatched to the division provost-marshal. The day of our occupation was announced for a general impressment of citizens into the army. Many persons came forward and took the oath of allegiance, and paroles of honor were administered to many rank secessionists. Honorable John Janney, Major Scott, and other distinguished Virginia gave their parole.

On the 9th we ascertained that the rebel troops were falling back to the Rappahannock near Gordonsville, and that their artillery was moving southward. We scouted upon the trail of the retreat of the enemy as far as Carter's Mill, and found their path blackened with devastations hurriedly committed, and that they had burned the bridge over Goose Creek, impeding our farther progress, as it was unfordable.

On the 12th, in obedience to orders, we marched to Snickersville, a distance of 16 miles, leaving a garrison at Fort Johnston consisting of three companies of infantry and one gun, Twenty-eighth Pennsylvania Volunteers, under command of Lieutenant-Colonel De Korponay. Prior to our leaving Leesburg the inhabitants of that city unanimously expressed their intention of preserving order and abnegating any local government opposed to that of the United States, soliciting protection against guerrilla parties of the enemy, who might return. We effectually reconnoitered Snicker's Gap and vicinity of Blue Mountains to Front Royal, resulting in my decision to push on to Upperville, 10 miles distant after a stay of forty-eight hours.

The order preserved and respect for property maintained (unexpected, through misrepresentations made with regard to the Federal Army) left a favorable impression on the people, and friends to the Union came forward in every town and village and proclaimed their allegiance to the Government.

We reached Upperville March 15, at 4 p.m. We scouted that section, and took prisoners an officer and a number of privates of the Sixth Virginia Cavalry and a private of Ashby's cavalry. The rear guard of the enemy was only 4 or 5 miles south of us, and upon the first

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