order and quite steadily. Cooke's brigade,upon reaching the crest of the hill in their front, came within full view of the enemy's line of battle behind the railroad embankment (the Second Corps), and of whose presence I was unaware.

The position was, an exceedingly strong one, and covered by the direct and enfilading fire of batteries on the rising ground in rear. A portion of Cooke's brigade became hotly engaged,and of course it became impossible to execute his original order to move by the left flank. Kirkland, finding Cooke engaged, also swung around his left and gallantly charged to Cooke's assistance. McIntosh's battalion had before this been ordered by me to take a position overlooking the railroad and station, and in rear of Cooke's left. Poague's battalion was ordered to take another position and open fire on the battery which was enfilading Kirkland's line. This was not done as quickly as I expected, and Kirkland's line was exposed to a very deliberate and destructive fire; nevertheless, it continued to advance, and gained the railroad, clearing it for a time of the enemy. About this time Generals Cooke and Kirkland were both wounded, and their fall at this critical moment had a serious influence upon the fortunes of the combat. Their men were unable to stand the heavy fire which was poured them and commenced falling back (the tree right regiments of Cooke's brigade) in good order.

Walker had crossed Broad Run in pursuance of the original order. Anderson had been sent to the right to look out for the threatened right flank, and no support was immediately available, Wilcox's division not having yet come up. The infantry falling back, the left of Cooke's brigade passed through McIntosh's guns, and the enemy pressing on the guns, five in number were immediately seized, and run down the hill under protection of the enemy's artillery and line of battle. General Walker, upon being informed of the perilous condition of the guns, immediately sent forward a regiment and drove off the enemy, but the guns had disappeared. Dark came upon us before new dispositions could be made to attack, and during the night the enemy retreated.

Brigadier-General Posey was seriously wounded by a shell in the early part of the action.

In conclusion, I am convinced that I made the attack too hastily, and at the same time that a delay of half an hour, and there would have been no enemy to attack. In that event I believe I should equally have blamed myself for not attacking at once.

I inclose my official report of killed, wounded, and missing.

I am, sir, very respectfully, your obedient servant,

A. P. HILL,

Lieutenant-General, Commanding Third Corps.

Colonel R. H. CHILTON,

Asst. Adjt. and Insp. General, Army of Northern Virginia.

[Indorsements.]

HEADQUARTERS, November 21, 1863.

Respectfully forwarded,in connection with the general report of the advance of the army into Fauquier, forwarded on the 24th [23d] ultimo.