p.m. I marched the regiment with the brigade back of the hill, near the point where we had rested during the day, and bivouacked during the night.

On the 12th instant, at 8 a.m., we took up our line of march by the left flank, marched over the said pontoon bridge, down the first street of the city of Fredericksburg, and at 11 a.m. of said day I formed my command in line of battle on the second street of said city, where we remained during the day and following night.

On the 13th instant, at 10 a.m., I had the regiment under arms. At 12 o'clock I was ordered to form my regiment on the left of the brigade, and at that hour I marched the regiment by the right flank out on the road by the depot, crossed the canal on the bridge near the depot, and filed to the right. I formed the regiment in line of battle on the left of the brigade, my left resting on what is called the Telegraph road, while under a severe and enfilading fire from the enemy's artillery.

The regiment marched in line of battle, under a heavy and destructive artillery fire, until we arrived on the crest of the hill, beyond the point where said Telegraph road emerges from a deep cut into an open valley; at which point we met the fire of the enemy's infantry in force, intrenched behind walls and hedges and in rifle-pits. The enemy were in my front and on my left flank. I therefore formed a short front on my left flank, to resist their approach from that direction. In this position we remained until all our ammunition was exhausted. Before any support came to my part of the line, our ammunition was exhausted, and we were using ammunition taken from the dead and wounded. I think the cause of this was that the second line did not cover the whole line of battle.

The first support that reached us, on the immediate right of my regiment, gave away before they had been on our line five minutes. After our ammunition was entirely exhausted, and I could get no more of suitable caliber, I formed the remnant of my command a few paces in rear of our line of battle, to await and assist in repelling an expected charge of the enemy. After learning that the First Brigade had been ordered off the field at 4.30 p.m., I took my command off the field, and formed it in line on the first street of the city, where we bivouacked during the following night.

On the 14th instant, by order of Colonel Mason, commanding First Brigade, I formed the regiment in line under the bank of the river, in the rear of the place on which we formed on the evening before, and remained there until the evening of the 15th instant; at which time, pursuant to order of Colonel Mason, I marched the regiment over the said pontoon bridge and back to the old camp near Falmouth.

In the engagement I captured 2 prisoners. I took into the engagement 19 officers and 236 enlisted men; and lost, in killed, wounded, and missing, 10 officers and 69 enlisted men, a list of whom has heretofore been furnished.

The officers and men under my command acted gallantly, and with honor to themselves and their country. Each officer is eminently worthy of commendation. My adjutant, T. C. Bailey, was with me during the entire action, and, at a time when our support on our immediate right gave way, and after my color-bearer and all my color guards had fallen, seized our colors, and planted them in front of our line of battle. Lieutenant J. G. Burrill, aide-de-camp to General Kimball, was with me during the entire engagement, and rendered signal service in directing its movements.