marched back to the ford, drove the enemy's pickets off, crossed, and started up the creek, intending to recross at Millville. The enemy threw a considerable force(three regiments) in my front to dispute my advance. He was driven steadily before us for some time, until I thought I was getting too far off from the force in front of General Gregg. The Reserve Brigade was then sent across at Millville. Shortly after it had reached the opposite bank, it became apparent the Reserve Brigade would delay me too long; so I sent word to Major Starr to march to General Gregg, while I took Colonel Devin's brigades, and pushed for Upperville. My advance was disputed pretty warmly by the enemy, but he made no stand save with his skirmishers. These were severely punished. When within a mile of Upperville, I saw a large force in front of General Gregg, who appeared to be outnumbered. I resolved to go to his aid. The column struck a brisk trot, but ran afoul of so many obstructions in the shape of ditches and stone fences, that it did not make fast progress, and got out of shape. While in this position, I discovered a train of wagons and a few troops to my right marching at a trot, apparently making for Ashby's Gap. I turned the head of my column toward them, and very soon became engaged with a superior force. The enemy brought four 12-pounder guns into position, and made some excellent practice on the head of my regiments as they came up. The gunners were driven from the guns, which would have fallen into our hands but for two impassable stone fences. The enemy then came up in a magnificent style from the direction of Snickersville, and for a time threatened me with overwhelming numbers. He was compelled, however, to retire before the terrific carbine fire which the brave Eight Illinois and Third Indiana poured into him. As he withdrew, my rear troops came up, formed, and pressed him back to the mountains. He was driven over the mountains into the valley. I am happy to say that my loss is much smaller than I had reason to suppose. A list of casualties is appended. It is small in comparison with that of the enemy. Toward night I came back, and encamped on the ground which had been so hotly contested. The enemy's dead were buried and his wounded provided for. At this place alone, Colonel Gamble's command buried 18 of the enemy. After the Reserve Brigade was sent to General Gregg, I had but a section of Graham's battery, under Lieutenant[Theophilus B. von]Michalowski. He worked his guns with skill and judgment, throwing his shot in the right place, and on one occasion dispersed a column in front of General Gregg. I transmit the reports of the subordinate commanders. I saw most of the engagement from the start to the end. I cannot conceive how men could have done better. My staff, Captains [Myles W.]Keogh, [Theodore C.]Bacon, Lieutenants [William] Dean, [John] Mix, and P. Gaskill, were most efficient in bring up troops and delivering messages.

I am, very respectfully, your obedient servant.

JNO. BUFORD,

Brigadier-General of Volunteers, Commanding.

Lieutenant Colonel A. J. ALEXANDER,

Chief of Staff, and Asst. Adj. General, Cavalry Corps.