of the 3d. Two miles from two I found the enemy's pickets, and, by a spirited dash, made by two companies of the Seventh Illinois Cavalry, captured the entire picket, consisting, of one company of cavalry, numbering 43 men and officers. Continued skirmishing to within 2 miles of the Yocknapatalfa.

Learing that the enemy was in strong force at the bridge near Spring Dale and had cavalry forces at three bridges on the road, crossing the river toward Water Valley, and learning from prisoners that the intention was to destroy them on our approach, made a strong demonstration on the Spring Dale Bridge at 4 p.m. sending two companies to the Free Bridge under Major Ricker, of the Fifth Ohio Cavalry, and two companies to Prophet Bridge to dash at it when the enemy's attention was drawn to the other.

At the Spring Dale Bridge we found infantry and cavalry and fought them until dark. Captain Ashmead (Company I, Seventh Illinois Cavalry) crossed the stream on logs, drove the enemy in flank until he found him in force, when he retired, taking 3 prisoners, with him. The fight continued until after dark, when I deemed it expedient to withdraw, the enemy having destroyed the bridge before we reached it. Prophet Bridge was taken by a dash and held by Captain Blackburn of the Seventh Illinois Cavalry. We captured this day 92 prisoners.

At daylight on the morning of the 4th crossed the bridge, when skirmishing began immediately the enemy having dispatched a regiment of cavalry to burn the bridge. Pushed on toward Water Valley, driving the enemy steadily 6 miles to Water Valley, where I made a charge, driving them in confusion through the town, losing 1 man killed at this point, pushing the enemy 4 miles south of Water Valley, capturing a number of prisoners, saving 6 cars of a train which the enemy abandoned and fired; also 4 wagons loaded with commissary stores and 100 tents and poles, which I ordered burned, when we fell back.

At 12 m. an overwhelming force of the enemy's cavalry attacked me in the rear (reported eight regiments by prisoners and a small regiment of infantry), approached Water Valley from Rocky Ford, drove in the scouts, I had thrown out northeast, when I fell back on a ridge north of the town and awaited their attack. Ordered Lieutenant-Colonel Prince to dismount eight companies of Seventh Illinois Cavalry, and Major Coon, Second Iowa Cavalry, to dismount four rifle companies. Our line was not formed when the enemy (dismounting two regiments of cavalry with his infantry) advanced up the hill, charging both of our flanks with mounted men. Fortunately we had checked their charge of mounted men before their line of foot had received our fire. Major Coon and Colonel Prince, holding their fire until the enemy was nearly upon them, they opened so severely that the enemy fell back, and re-enforcing his dismounted men again advanced. Our men being well covered held the enemy in check, when I ordered Major Ricker with his battalion of Fifth Ohio Cavalry to charge the enemy's left flank, at the same time Colonel E. Prince gradually extending his left flank until his regiment had outflanked the enemy's right. I advanced the entire line, driving the enemy down the hill. Major Ricker charged with great spirit, throwing the enemy's left into confusion. The enemy in our front was thoroughly routed, but owing to a detachment of the enemy's cavalry falling upon our rear, and Colonel Lee's column also having been reported as the enemy, I left Colonel Prince to hold the ground and fell back with the Second Iowa and Fifth Ohio Cavalry to fight, losing by this report the benefit of the victory. Colonel Lee's column,