About 10 o'clock on Saturday night, orders were received from General Milroy to fall back with my command to the camp of my battery, just north of the town, and await further orders, but during said time to get everything in readiness to move at a moment's warning. About 12 o'clock the same night, I received orders to proceed to the fortifications. After having arrived at the fortifications, General Milroy ordered Lieutenant Randolph to proceed with his battery to the outworks south of the Pughtown road and take position there, supported by the One hundred and tenth Ohio Volunteer Infantry, Colonel Keifer commanding. We remind unmolested there until about 5 p. m., when the enemy succeeded in getting at least sixteen pieces of artillery in position on Round Mountain, to the west of the outworks, and opened as terrible fire upon us. My battery replied vigorously until I had some 50 or 60 horses killed and 1 caisson and 1 limber blown up. About 6 kp. m. the enemy came up behind the hill to our front with five regiments of infantry, in deep column of attack. I then opened upon them with canister, and did great execution, but so overwhelming was their force that it did not appear to have a particle of effect. They stormed the works, and not until the enemy had planted their colors upon the works did my men leave their guns. I succeeded in bringing 18 men off with me, all the rest being either killed, captured, or wounded. Lieutenant Randolph had 3 horses shot under him. After having reported to General Milroy with what few men I had with me, I then took charge of one of the siege guns in the fort with my detachment of men, and engaged the enemy for over an hour, until my men, so exhausted they could not work the guns any longer, were relieve by a detachment of the Fourteenth [First] Massachusetts Heavy Artillery. I remained in the fortifications with my men until about 2 a. m. 15th instant, when orders were received to fall back to Harper's Ferry. Having marched about 4 miles from Winchester on the Martinsburg road, we were fired upon by the enemy. I then gave orders to my men to follow the infantry, they being all unarmed and on foot with the exception of some few who had sabers. Two men have reported so far at Harper's Ferry, they being all that I have heard of as making their way through. Trusting that you will excuse the irregularity of this report,

I am, sir, very respectfully, your obedient servant,

E. D. Spooner,

Second Lieutenant Battery L, Fifth U. S. Artillery.

Captain J. E. Jacobs, A. A. G., First Brig., Second Div., Eighth Army Corps.

Numbers 394.

Report of Captain John Carlin, Battery D, First West Virginia Light Artillery, of operations June 13-15.

Washington, D. C., July 24, 1863.

I certify that I am in command of Battery D, First West Virginia Light Artillery, composed of six 3-inch rifled guns, and have been