HDQRS. SECOND BRIGADE, FIRST INFANTRY DIV.,
Wolfsville, Md., August 2, 1864.

SIR: I have the honor to send you the following report, in compliance with orders received from division headquarters this p. m.:

On the morning of July 24 my command was ordered to proceed without delay to a rail fortification southwest of the town of Winchester. In twenty minutes the order was executed, and the Second Brigade occupied the left of the rail fortifications, where we remained until noon. We were next ordered to form in line of battle parallel to the Winchester and Strasburg pike, two miles south of Winchester. At this time the left of General Crook's command was skirmishing heavily. Immediately after taking our first position I was notified that we should be called upon to charge. We prepared to execute the order by taking down the fences in our front. The next order was to move the left of my brigade forward at right angles with the road and move the whole brigade farther to the right. This movement placed First and Twelfth Virginia Volunteers within easy range of the enemy's skirmish fire. The line of skirmishers, under command of Major R. H. Brown, was pushed forward from the Second Brigade to protest its front, and was hotly engaged. The forces on our left (Colonel Mulligan's) were then firing from line of battle. The enemy showed no disposition to attack us strongly in front, but rather a desire for us to advance, while we could see them moving forces along the brow of the hills on our right, preparatory to a flank movement. Orders then came from Colonel Thoburn to move the whole quickly by the right flank toward the hills. While executing this order the enemy annoyed us so much by their fire that I was compelled to order the regiments, as they passed over the rising ground, to face by the left flank and fire by rank into an orchard where the rebels were strongly posted. On reaching the hills, Colonel Thoburn ordered me to move the brigade by the left of regiments to the rear. The order was executed, and the course of our march directed to the main fortifications west of Winchester. At this same time the rebels charged our skirmish line, capturing Major Brown, Twelfth Virginia, and Lieutenant Briggs, Twelfth Virginia, and about fifty privates. On reaching the first hill west of Winchester, we again formed a line of battle and deployed skirmishers, and other commands passed by, leaving us as rear guard. Our skirmishers were quickly engaged, and the dismounted cavalry, under command of Major Sawyer (Lieutenant-Colonel Young having bee wounded), behaving badly, was ordered to the rear. After engaging the enemy until the other troops had reached the main fortifications, we followed, holding the enemy in check with our skirmish lines. At the main fortifications the First and Fourth Virginia Volunteers were placed in support of a section of artillery, and remained until the artillery had left, and were then ordered to follow their brigade. When we reached the foot of the hill our retreat was continued in line of battle, frequently leaving one or two regiments in rear to check the advance of the enemy. About one mile north of Winchester I ordered out a skirmish line to protect our rear, and placed it under command of Adjutant Caldwell, Twelfth Virginia Volunteers. The rebels charged on our right flank, capturing most of the line, Adjutant Caldwell narrowly escaping. We continued our march under