division, was sent to occupy Waylandsburg, to see that the enemy did not turn my left. Believing that this attack of the enemy, who had shown only cavalry and artillery, was but to cover the movement of other troops, I ordered Brigadier-General Davies to make an attack from his right, and discover, if possible, the movements of the enemy. The attack was made, the enemy's cavalry driven back a distance of 3 miles, and a heavy column of infantry and a large wagon train discovered to be moving in the direction of Woodville.

At sundown I held the first position taken up in the morning. At 3 o'clock on the morning of the 9th [11th], I received orders from headquarters Cavalry Corps to fall back on Culpeper, covering rear of the Third and Fifth Army Corps. I commenced to retire at 7 a. m., General Custer's brigade by the road, via Colvin's Tavern, General Davies via James City road, the First [West] Virginia and Fifth New York, under Major Hammond, on the Sperryville pike. The enemy did not pursue. At 12 m. the division had reached Culpeper. Major Hammond, who was retiring on the Sperryville pike, now reported that he was slowly retiring, was within 2 miles of culpeper, and closely followed by the enemy. He soon made his appearance, falling back in good order, disputing each foot of ground.

As soon as the enemy came in sight, Pennington's battery, which had been placed in position on the hills to the north of culpeper, checked the enemy's advance, and Major Hammond, with his entire command, rejoined the division. The division now fell back on Brandy Station, under the personal direction of the major-general commanding the corps.

On arriving in sight of Brandy Station we discovered that the enemy, with a large force, had taken up position immediately in our front. The enemy was also seen to be rapidly approaching on our left flank. The whole command was quickly massed in columns of squadrons be regiments, General Davies having the right and General Custer the left. The division moved forward in excellent order, with sabers drawn. At this moment the enemy opened with artillery on our right and a large force of rebel cavalry charged down upon my left flank. Brigadier-General gallantly led two regiments to meet the charge. The enemy broke and fled, leaving several prisoners in our hands. The two regiments returned to their position in column, and the division moved on.

We had arrived within a few hundred yards of the enemy in our front, who, seeing the good order and the determined advance of the division, broken and fled in great confusion. The division passed on, formed a junction with Brigadier-General Buford's command, and came into position on his right. Many gallant charges were now made by the division, and many equally gallant charges by the enemy repulsed. The division fell slowly back, one brigade after another, in good order, and finally crossed the Rappahannock, and went into camp about 8 p. m.

In their retreat the Fifth New York, Major Hammond; Second New York, Lieutenant-Colonel Harhaus; Eighteenth Pennsylvania, Major Van Vorhis; and the First Vermont, Colonel Sawyer, were greatly distinguished.

Brigadiers-General Davies and Custer, Captain Elder and his battery, and Lieutenant Pennington and his battery are deserving of the highest praise.

On the morning of the 12th, we moved to Fayetteville to re-enforce Brigadier-General Gregg. From there to Buckland Mills, and encamped