Second Tennessee Cavalry, my rear guard, commanded by Lieutenant-Colonel Cook, and with whom I had ordered a staff officer to remain.

On approaching Okolona I was informed by a staff officer that a regiment of rebels had left the right flank and crossed the field toward Okolona. I immediately ordered the Fifth Kentucky, Major Cheek, to advance on our right flank and protect our column in passing that place.

On arriving at Okolona General Grierson, directed me to form my brigade in line of battle, which was immediately done, and the general, with the Fourth U. S. Cavalry and Seventh Indiana, by charging and skirmishing with the enemy, tried to bring on a fight, which the rebels declined.

General Grierson then ordered me to move out, send a regiment to the left, look out for the flanks, and move as rapidly as practicable, and he would leave the Fourth Regulars, commanded by Captain Bowman, to protect the rear. I ordered the Third Illinois to the left to protect that flank, and scouts to the right to report if any enemy were in that direction, and ordered the column into the lane on the Pontotoc road, as directed.

About a mile from town the column was obstructed by the breaking down of the wheel of a limber of the battery in command of Lieutenant I. W. Curtis, Company K, First Illinois Light Artillery, which you assigned to my command that morning. The scouts on my right reported the enemy advancing, and the Third Illinois in advance on the left being obstructed by a thick undergrowth, I ordered Captain Kirkbridge with his command across the road to the right into an open field to protect the right flank, and as the Third Tennessee were moving out of town, waiting for the advance to get out of the way, the Fourth Regulars and Second Tennessee were attacked by a superior force, who endeavored to cut them off from the balance of the brigade, and after charging gallantly back on the enemy into town, being about to be outflanked, were forced to retire in haste upon the column.

At this time the column in front moved suddenly and rapidly, as the firing commenced in the rear and a column of the enemy on our right charged down on the Third Illinois. I sent forward to re-enforce the Third Illinois on our right, and to halt the column and re-enforce the rear. While giving the order the Third Tennessee, Major Minnis, came up, and I ordered him into an open field on our left, to form and protect the Second Tennessee and Fourth Regulars, who were hard pressed and outflanked by a superior force. While Major Minnis was executing the order with most of his command, the Second Tennessee and Fourth Regulars were forced upon the rear of the column by the enemy in rear and flank, and the Third Tennessee about to be cut off from the column, I ordered them back to the road. While executing the order they were driven in on the Second Tennessee and Fourth Regulars, and charged on in rear and flank, and all three of the last named regiments became entirely disorganized by being mixed up.

I moved forward and formed the Fourth Tennessee on our left and the Fifth Kentucky on our right, when the enemy, by a movement on their flanks, forced them to retire to prevent being cut off form the main column.

The Seventy-second Indiana, Major Carr, had formed on our right, but were pressed back by the Second and Third Tennessee and