[Indoresmen]

HEADQUARTERS THIRD DIVISION, CAVALRY CORPS,
Warrenton Junction, Va.,

August 7, 1863.

COLONEL: In compliance with letter just received from headquarters Cavalry Corps, Army of the Potomac, directing me to give the state that at 3 o'clock on the morning of the 14 the ultimo I learned that the enemy's pickets were retiring in my front. Having been previously ordered to attack at 7 a. m., I was ready to move at once. At daylight I had, reached the crest of the hills occupied by the enemy an hour before, and at a few moments before 6 o'clock General Custer drove the rear guard of the enemy into the river at Williamsport. Learning from citizen that a portion of the enemy had retreated in the direction of Falling Waters, I at once moved rapidly for that point, and came up with the rear guard of the enemy into the river at Williamsport. Learning from citizen that a portion of the enemy had retreated in the direction of Falling Waters, I at once moved rapidly for that point, and came up with the rear guard of the enemy at 7. 30 a. m., at a point 2 miles distant from Falling Waters. We pressed on, driving them before us, capturing many prisoners and one gun. When within a mile and a half of Falling Waters, the enemy was found in large force, drawn up in line of battle, on the crest of a hill commanding the road on which I was advancing. His left was protected by earthworks, and his right extended to the woods far on my left. The enemy was, when first seen, in two lines of battle, with arms stacked. Within less than 1, 000 yards of this large force, a second piece of artillery with its support(consisting of infantry) was captured while attempting to get into position. The gun was taken to the rear. A portion of the Sixth Michigan Cavalry, seeing only that portion of the enemy behind the earthworks, charged. This charge, led by Major Weber, was the most gallant ever made. At a trot he passed up the hill, received the fire from the whole line, and the next moment rode through and over the earthworks; passed to the right, sobering rebels along the entire line, and returned with a loss of 30 killed, wounded, and missing, including the gallant Major[P. A.] Weber killed. I directed General Custer to send forward one regiment as skirmishers. They were repulsed before support could be sent them, and driven back, closely followed by the rebels, until checked by the First Michigan and a squadron of the Eight New York. The Second Brigade, having some up, was quickly thrown into position, and, after a fight of two hours and a half, we routed the enemy at all points, and drove him toward the river. When within a short distance of the brigade, General Buford's commandant came up and took the advance. We lost 29 killed, 36 wounded, and 40 missing. We found upon the field 125 dead rebels, and brought away upward of 50 wounded. A large number of the enemy's wounded was left upon the field, in charge of their own surgeons. We captured 2 guns, 3 battle-flags, and upward of 1, 500 prisoners. To General Custer and his brigade, Lieutenant Pennington and his battery, and one squadron of the Eight New York Cavalry, of General Buford's command, all praise is due.

Very respectfully, your obedient servant,

J. KILPATRICK,

Brigadier-General of Volunteers, Commanding Division .

Colonel A. J. ALEXANDER,

Chief of Staff, Cavalry Corps.