tion was well advanced when inspected by me and was nearly ready for its armament. Strong stockades extend the north and south lines of Fort Pickering down the steep banks to the river. No barracks nor store-houses of any importance have been built within the fort. Some buildings standing near the ordnance depot before the fort was constructed are used by the garrison. Below Fort Pickering on the river's edge is a water battery armed with five 8-inch sea-coast howitzers-a feeble armament. The colonel commanding Fort Pickering designed and commenced a series of small works to surround the city. Some small enclosures with a connecting ditch or strong picket fence might have been a useful cover to the picket-line against surprise by cavalry; but it was too late to commence inclosing Memphis by a regular line of works and infantry entrenchments in the fourth year of the war. Though not familiar with the history of the defenses of Memphis, I have been informed that General Halleck at the time of its occupation gave directions for the construction of a fort large enough to accommodate a garrison of 10,000 men. General Webster and Captain Jenney, serving as topographical officers, mostly superintended the construction, which was in great part executed by hired blacks. As Memphis will be one of the principal places in Tennessee to be occupied for the next year, perhaps for a series of years by a large garrison, and as it will doubtless be the headquarters of the District of West Tennessee, and perhaps of Northern Mississippi, as well as a depot, Fort Pickering will be retained and garrisoned. As the fort is very large, it will not be necessary to preserve the whole line. Too much labor would be required to keep it in repair. Probably the north part containing the ordnance store-house can be dismounted when the army is reduced. Preserving the fort south of the line C D, the interior space along the river-bank will be 6,000 feet long, much more than is needed unless the depot is wholly removed from the city and placed within the fort. As it will without doubt be necessary to pay rent for the ground occupied, and as light frame store-houses and carpenter and blacksmith shops can be cheaply built, more cheaply than rented within a city, it is probable that Fort Pickering will be occupied as the depot. The disposition to be made of any part of it therefore can only be decided after determining all the questions connected with the manner of occupying Memphis upon the peace establishment.

I inclose two tracings, one of Memphis with Fort Pickering and the redoubts proposed for inclosing the city; the other of the fort simply showing its armament. Sketches of Johnsonville, Clarksville, and Fort Donelson accompany this report. I have not thought it necessary to attempt to describe these forts in detail. They are nearly all of similar profile, and the drawings show their contour line. That at Johnsonville was hastily built by the garrison, and is inferior in finish and strength to most of the redoubts of the Department of the Cumberland.

Very respectfully, your obedient servant,

Z. B. TOWER,

Brigadier General and Insp. General of Fortifications, Mil. Div. of the Miss.

HDQRS. CAVALRY CORPS, MIL. DIV., OF THE MISSISSIPPI,
Macon, Ga., May 25, 1865. - 3.30 p.m.

Honorable E. M. STANTON,

Secretary of War, Washington, D. C.:

In pursuance of your original instructions, Captain G. H. Kneeland, of my staff, left Atlanta this morning in charge of Howell Cobb with