HEADQUARTERS DISTRICT OF MEMPHIS,
Memphis, November 17, 1862.

Major-General HALLECK, Commander-in-Chief:

GENERAL: Of course I know that officially and privately you have more than your share of work. Though silent I have not been idle this summer. I think Memphis is now the best and most complete base of operations on the Mississippi. The fort is admirable; twenty-eight heavy guns in position with good magazines, shot, shell, and canister piled alongside and men instructed for the guns. My old infantry division now forms a good basis for the new levies, of which fourteen infantry regiments are already come and more en route. I shall form them into two divisions of twenty-four infantry regiments, with a reserve of five to be left here to occupy Fort Pickering. My field artillery, nine good batteries, are in good drill, horses in good order, all well provided with ammunition. I have but one cavalry regiment, ten companies of the Sixth Illinois, and two of Thielemann's; but am advised that three more cavalry regiments will come to me. I am ready to move inland, down the river, or anywhere. At Memphis, troops can be raised, organized, fed, and equipped better than at any place I have ever seen. There is abundance of corn throughout the country, but all else has to come from above.

We have roused, also, the Union element, and our enemies, having burned cotton, taken corn, fodder, and supplies from the country people, have shaken their faith in the secession authorities; so that we have really a substantial beginning of the conversion of the people to our cause.

The mew troops come full of the idea of a more vigorous prosecution of the war, meaning destruction and plunder.

I take brick from kilns, lumber from piles, wood, corn, &c., giving brigade quartermaster's receipts, to be settled at the termination of hostilities on proof of loyalty, claims not transferable; but I do not permit any one below the rank of brigadier to presume to take and appropriate private property.

The quartermaster's department here has possession of over 600 houses, some of which are used for public purposes and the balance are rented out, bringing over $12,000 a month income. I mention these facts to interest you in your future plans in this quarter of the world. I expect very soon to move inland to report to General Grant. The enemy is now behind the Tallahatchie, and West Tennessee is free of the enemy, save very small bands of guerrillas, whom the people will soon dispose of rather than feed and submit to. I have learned that the Confederate authorities have adopted plan of fortification for the month of Yazoo and Mississippi is of black vegetable mold, full of streams and bayous, and exceedingly impracticable in wet and wintry weather. with the Yazoo open to us, our land forces could disembark on its east bank on high, fine ground, the same ridge which forms the bluff of Walnut Hills at Vicksburg. If a fort is built on the bluff near month of Yazoo (Haines') it would have to be reduced before we could proceed against Jackson and Vicksburg, and would give time for concentration. One or two good iron-clads in Yazoo would prevent the construction of such a fort. I have notified Admiral Porter of this and he may act on such information.

I know you mind and attention are taken up with the East, but feel assured you will so order that a perfect concert of action will result