direct road. Finding that my position was one that could be easily cut off from these roads, with the approbation of General Tyler, I changed my position to the high ground near the cemetery and nearer the roads. My objects was to gain time, so that I could get my brigade train well on the road to Williamsport. This I succeeded in doing by throwing an occasional shell and keeping my skirmishers well out to engage the enemy. About noon, I received the following communication from General A. G. Jenkins, Commanding rebel troops, viz:

Headquarters, &c., Camp. near Martinsburg, June 14, 1863.

The Commanding Officer U. S. Forces near Martinsburg:

SIR: I herewith demand the surrender of Martinsburg. Should you refuse, you are respectfully requested to notify the inhabitants of the place to remove forthwith to a place of safety. Small-arms only will be used for one hour upon the town after your reception of this note. After that, I shall feel at liberty to shell the town, if I see proper. Should you refuse to give the necessary notification to the inhabitants, I shall be compelled to hold your command responsible.

Very respectfully yours,

A. G. Jenkins,

Brigadier-General, &c.

P. S. -An immediate reply is necessary.

To this communication I replied as follows, having first submitted it for the approval of General Tyler:

Headquarters U. S. Forces, Martinsburg, Va., June 14, 1863.

A. G. Jenkins, Brigadier-General, &c.:

General:Martinsburg will not be surrendered . You may commence shelling as soon as you choose. I will, however, inform the women and children of your threat.

Very respectfully, yours,

B. F. Smith,

Colonel, Commanding U. S. Forces.

Immediately after their demand, I notified the inhabitants, and they left the town in large numbers . Jenkins did not open his musketry and artillery, as he threatened, but was held in check until near sunset, when I received notification that all my wagons had crossed the ferry at Williamsport, and I was prepared to fall back . Just as I had given orders to the pickets and skirmishers to fall back slowly and cautiously, the enemy opened upon me from three different points, their batteries having during the day obtained my range . I had ten minutes before given the order to limber up and get under arms, preparatory to falling back to the ferry, when the enemy opened with such a concentrated fire it cannot be wondered at that the men were thrown into temporary confusion. However, I brought the men off in good order, and was not followed by the enemy on Shepherdstown road, which I took with the main portion of the command, crossing the Potomac at Shepherdstown Ford, and following the towpath of the canal to Maryland Heights, where I arrived safety, and reported to general B. F. Kelley, commanding. One section of Maulsby's battery, commanded by Lieutenant John S. S. Herr, went with the main body of the command on the Shepherdstown road, but one of his pieces overturning in a gully was lost, the wheel being broken. The limber was brought away. The other two sections of the battery, under Captain Thomas A. Maulsby, with Lieutenants Graham and Means, took the Williamsport road, and, after,