back, being largely outnumbered and flanked by the enemy, when it was ordered to retire on the east side of the Martinsburg pike covering the rear of our forces on that side of the road, no enemy having appeared in front of the Second Brigade on the west side of the town until about the time our main line began to retire, when he made a rapid movement in force on right flank (the position held by the Second Brigade), with evident intentions of cutting off our retreat and, if possible, capturing our trains. I received orders from the general commanding to check and hold him until other dispositions of our forces (which were then being driven back on the main road, the enemy pressing heavily with his infantry, cavalry, and artillery) could be made. I succeeded in checking his first line and holding him until I received orders from the general commanding to fall back on the west side of the Martinsburg pike, and to cover the rear of our forces, then retreating in the direction of Martinsburg. Here the gallant Lieutenant-Colonel Shaw, commanding Thirty-fourth Ohio, was mortally wounded. He was brought off the field and died during the night. I fell back very gradually, maintaining my line of battle for six miles, being closely pressed the entire distance by cavalry and artillery. I attempted to gain the main road just before dark, but the enemy having pushed a large force up the road and keeping possession of it compelled me to continue my retreat through the country. I, however, was at no time more than three-fourths of a mile from the road. I halted about daylight on mile from Martinsburg, where I remained until about 10 a. m. July 25, when I received orders from the general commanding to take position with my division in front of Martinsburg, forming the extreme left of our lines, where we remained skirmishing with the enemy until about 3 p. m., when we retired through and beyond the town, taking position near the cavalry, which was formed a short distance out on the Williamsport road. The rebel cavalry having followed us closely and taking the place as we retired, our cavalry charged and drove the enemy through and beyond the town, my division supporting. We held the place until about 6 p. m., when we retired to and with the main force on the Williamsport pike; arrived at the Potomac River at 2 a. m. on the 26th of July.

I was with the Second Brigade, Colonel D. D. Johnson commanding, during the engagement at and retreat from Winchester, and can cheerfully bear testimony as to its gallantry, and have good reasons to be proud of the First Brigade and of the efficient manner in which it was maneuvered by its brave and gallant commander, Colonel R. B. Hayes. For particulars, I refer you to the accompanying reports of brigade commanders.

I am much indebted to my staff-Captain G. W. Hicks, acting assistant inspector-general, Lieutenant C. B. Hayslip, acting assistant adjutant-general, Lieutenant J. W. Overturf, aide-de-camp, Lieutenant A. F. Kendall, acting commissary of subsistence, Lieutenant J. C. Merrill, acting assistant quartermaster-for efficient services rendered during the engagements.

The casualties are: Killed, 45; wounded, 285; missing, 183; total, 513.

I am, sir, very respectfully, &c.,

I. H. DUVAL,

Colonel, Commanding.

[Captain P. G. BIER,

Assistant Adjutant-General.]