or 60 were captured in the pits at the ford. Many of the Thirtieth North Carolina - which was one of the regiments on picket and which went to the assistance of the Second North Carolina - suffered themselves to be captured by deliberately breaking ranks and fleeing to the houses, &c., about the hill. The men captured in the pits were acting gallantly. All the others excepting, perhaps, a very few of the Second North Carolina, allowed themselves to be taken by remaining behind when the division moved, as it did, after 12 o'clock at night. The number missing is in excess of what I thought it was, and can only be accounted for by the desertion, or its equivalent, of the men. The division gave no ground after taking its line of battle, which covered all the encampments of the command, and continued to do so until orders were received to fall back.

Very respectfully, your obedient servant,

R. E. RODES,

Major-General.

Lieutenant Colonel A. S. PENDLETON,

Assistant Adjutant-General, Second Corps.

HEADQUARTERS RODES' DIVISION,
November 13, 1863.

COLONEL: I have the honor to submit herewith a report of the recent operations of my division on the Rappahannock.

On the 7th, and for some days previous thereto, my division was encamped between the rappahannock and mountain Run, about 1 1/2 miles in rear of Kelly's Ford, which, together with Wheatley's, Norman's, and Steven's Fords, it was the duty of the division to watch.

About noon on the 7th, the enemy's cavalry, which had for several days been stationed in small force on the opposite side of the river, was suddenly replaced by his infantry, and immediately his skirmishers were thrown forward to the river.

The Second and Thirtieth North Carolina Regiments, of Ramseur's brigade, were on outpost duty at the river, the former, numbering about 322 effective total, was guarding Wheatley's Ford, three-quarters of a mile above, and Steven's Ford, 1 1/4 miles below Kelly's, and Kelly's Ford itself. The two first-named fords being obscure and difficult, the bulk of the regiment was placed partly in rifle-pits and partly deployed, so at to command Kelly's Ford and the site of the enemy's pontoon bridge, used on their former crossing. The Thirtieth North Carolina Regiment, numbering about 500 men, was in reserve protecting the solitary battery (Napoleon) under my command. The battery and regiment were about three-quarters of a mile from the river in the edge of the nearest woods to the ford.

At Kelly's Ford the bluffs are on the enemy's side, close to the river, and encircle the ground which my outpost force was compelled to occupy. On our side the land for a mile or more from the river ban is cleared and slopes gently to the river. It is necessary to notice these facts to account properly for the losses of the two regiments mentioned.

Upon my arrival on the field only five or six regiments of the enemy's infantry and one battery were in sight. Nevertheless I ordered the division to be in readiness to move in line of battle and the wagons to be packed. Very soon, however, it became apparent