HEADQUARTERS UNITED STATES FORCES,
Near Loudon, Tennessee, December 6, 1863.

GENERAL: By an order received from Major-General Sherman to the senior officer at Kingston, Tennessee, I assumed command of all the forces at that place, being directed by said order to collect all the forces there, and, with the exception of a small force to be left at Kingston as a garrison, to proceed, on the appearance of the steamer Paint Rock (the coming up the river to Knoxville), toward Knoxville, with my right flank resting on the river.

I assumed the command,which consists of my brigade, First East Tennessee Brigade, Colonel Shelley, with battalion Third Indiana Cavalry, Lieutenant-Colonel Klein, and eight pieces artillery, the First Brigade, Second Division, Twenty-third Army Corps, Colonel Mott, and nine pieces artillery, and the First Tennessee Mounted Infantry, Colonel Byrd.

I left Colonel Byrd with his regiment to garrison Kingston, and proceeded to move forward with the remaining forces, having learned that a large cavalry force (rebel) were in my front with their pickets within 4 miles of Kingston. Expecting the steamer to arrive every moment on the morning of the 4th, I deemed it most prudent to move forward and drive them before me. I had been informed that the steamer was unable to get over the shoals at White Creek, and directed Colonel Byrd to aid and assist with his command in getting her through. I advanced by three routes toward Knoxville, and when about 4 miles from Kingston we drove in the enemy's pickets and pushed forward, skirmishing as we advanced. I halted on the night of the 4th, and encamped 10 miles from Kingston, with my command occupying the vacated camps of the enemy, who fled before us. They are reported to be 2,000 cavalry. I am certain that there are 1,000, and perhaps 1,500, but will not exceed 2,000. They took the main Knoxville road, with eight pieces of cannon, and a few took the Loudon road. I arrived at this point yesterday and found six pieces of cannon which were abandoned by them, three of which are spiked.

In the rout we captured 26 prisoners, and the balance scattered in wild confusion. They are Wheeler's command, under Colonel Hart. I am now encamped here, owing to the non-arrival of the steamer, which Colonel Byrd informs me he has ordered back to Chattanooga.

In consequence of the orders under which I am acting, I shall wait here at this point for further orders, having dispatched to Major-General Sherman all of the particulars, as also to Major-General Granger, both of whom, with their forces, are perhaps in your vicinity, as they passed up the river three days since.

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

JAMES G. SPEARS,

Brigadier-General, Commanding U. S. Forces.

Maj. General AMBROSE E. BURNSIDE.

P. S.-Our supplies are limited; we have a small supply of cattle, hogs, and sheep, and can, I think, get along for meat, but the bread question troubles us, inasmuch as there is none on hand. I am foraging for subsistence and forage both, and feel hopeful that we will subsist both men and animals for a short while, until stores can reach us.