sent to the rear for want of ammunition, were brought up and placed in position near the guns commanded by Midshipman Roby. These three guns were manned by the crew from the Maurepas, and Captain Fry in person superintended the fighting of them. One 12-pounder howitzer from the Maurepas, manned also by the crew, was sent down the river to assist Captain Williams in checking the enemy's advance by land.

At 7 a. m. on the morning of the 17th, the pickets reported the enemy getting up steam. At 8.30 they had advanced up th river to our lines, and two gunboats commenced throwing shell, grape, and canister among our troops on the right bank of the river. They advanced very slowly, attempting to find our heavy guns. When they arrived abreast of Captain Fry's rifled guns, they opened on his battery very rapidly for three-quarters of an hour,endeavoring to silence his guns. Failing to do so, they slowly moved up the river until they came within point-blank range of one of the rifled 32-pounders. The leading gunboat stopped to fight that gun; but, finding the gun still farther up was firing at her, she moved up the river to get its position, and, in doing so, placed herself between the two guns and in point-blank range. The other gunboat, in obedience to signal, I suppose, came abreast of the lower battery, and opened a brisk fire upon us. About this stage of the action, 10 a. m., Captain fry sent me word the enemy were landing a large force below. All the available men that could be found were immediately sent to Captain Williams' assistance. At 10.30, a shot from the rifled 32-pounder farther up the river penetrated the leading gunboat, and either passed through the boilers, steam-chest, or pipe, filling the entire vessel with steam, and causing all that were to killed or scalded with steam to jump into the river. The vessel was completely deserted, and drifted to jump into the river. The vessel was completely deserted, and drifted to jump into the river. The vessel was completely deserted, and drifted across the stream into the bank, near Captain Fry's battery. He immediately hailed, and directed their flag hauled down. They failing to do so, although the order was given by some of their own officers in hearing of our own people, our own men were directed to shoot those in the water attempting to escape. The two rifled guns were immediately directed to fire upon the lower gunboat, which was still engaging us. She was struck several times, and soon ceased firing, slowly dropping down the river, I think materially damaged, as she made no effort to assist the boat we had blown up, or save their friends in the river. Near 11.30, Captains Fry and Williams came to my battery and told me the enemy had completely surrounded us; the battery of small rifled guns had been spiked, and our people were in retreat. I trained one of the rifled guns to take a last shot at the enemy, and, as we fired, their infantry appeared over the brow of the hill about 50 yards distant, and opened on us with musketry. Captain Fry then proposed to make a stand with the sailors, and attempted to hold the guns, but they were only armed with single barreled pistols, which they had fired at the enemy in the water. Nothing was now left but to save all the men we could, and, as the enemy had us under a cross-fire, the men were ordered to retreat, the officers bringing up the rear, until scattered in the woods. I had confined in single irons, at my battery, 6 prisoners, captured by Captain Fry at Little Red River. Deeming it inexpedient to bring them away, and as Captain Fry told me he had no positive proof against them, I left them for the enemy. The gallantry of Captains Fry and Williams was so conspicuous as to cause general notice and remark. To my own offices and several of Captain Fry's who served with me I am particularly indebted. Mr. William Smith (acting master), Mr. William Barclay (engineer). Midshipman Roby, who commanded one of the guns, Mr.