HEADQUARTERS FIFTH ARMY CORPS,
May 28, 1863.

Brigadier General JAMES BARNES,

Commanding First Division, Fifth Corps:

GENERAL: By direction of the commanding general, you will, without any delay, move with your division, and take position on the Rappahannock River, covering the fords, and making such dispositions as will enable you to check, and, if practicable, prevent the crossing of that river by any body of the enemy's troops.

You will assign that portion of the rive between Banks' Ford and Richards' Ford to one brigade, posting at least a regiment at each ford, with detachments watching the dams and other crossing-places between, and posting the balance of the brigade at some suitable point in the center, so that either point, if threatened, can be re-enforced. You will place in position a battery at each one of these fords.

Another brigade will be assigned the duty of guarding the river from Ellis' Ford to Kell's Ford, posting two regiments at each of these fords, with strong detachments at the intermediate fords, ferries, dams, or any other known crossing-places. You will also post a battery of artillery at each of the above-mentioned fords. The Third Brigade of your division will be divided into two grand reserves, and be posted so as to promptly re-enforce any of the points threatened in either of the sections as above guarded. For this purpose, I would suggest for the upper section a point on the road from Crittenden's Mills to Kelly's Ford, about midway between the mills and Mount Holly Church. The reserve for the lower section I would post on the road from Hamet's (on Warrenton road) to Richards' Ferry, where this road intersects the one from Huckleberry Ford, on Warrenton road, to Benson's Mills, this being a central point from where roads lead to Richards', United States, and Banks' Fords.

I inclose you herewith copies of telegrams received from the commanding general;* also a map of the section of country to be occupied, and a list of the fords and crossing-places, so far as known.+

You will take with you the intrenching tools of the supply train, and direct your subordinate officers to immediately prepare defenses, such as rifle-pits and epaulements for batteries, and to make every disposition to check, retard, and prevent the crossing of the river at the points whose defense is intrusted to them.

The brigade at the lower stations, together with its reserve, will draw its supplies from Falmouth. The brigade and reserves at the upper stations will draw from Bealeton Station, in case there is a depot at that point.

If, after posting and inspecting your several detachments, you are of opinion more artillery is required, it will be furnished on application. Therefore you will instruct the several commanding officers at each of the places occupied to immediately make themselves acquainted with the roads, paths, &c., leading from their posts up and down the river, and back into the country, to keep up communications with the posts on their right and left, and you will discuss and arrange with them a plan of operations in case the enemy should force a passage at any point, in which case you will concentrate all of your command within striking distance as rapidly as possible, and hold the enemy in check the longest possible time, falling back, when pressed, on the main army at this place. Should the enemy force a passage so as to isolate the upper portion of

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*Not identified. +Not found.

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