HEADQUARTERS SECOND DIVISION,
October 5, 1862-7 p.m.

Major General A. McD. McCOOK,

Commanding First Corps:

Kirk's brigade bivouacked at Clay Village last night. The rest of the division lay here in accordance with orders not to proceed to Frankfort unless I was certain Kirby Smith was not there in too large force. As all my advices reported a much larger army than ours I preferred to wait.

After Kirk's skirmish the enemy, massed at Frankfort to the number of 12,000 to 20,000, began to evacuate. They burned the railroad bridge last night and almost rendered useless the turnpike bridge. I can ford the river and will start at 4 a. m. to-morrow.

The enemy in part took the Versailles road and part took the Lawrenceburg road. Dumont has arrived with three brigades of new troops and two batteries of artillery.

Respectfully, your obedient servant,

J. W. SILL.

OCTOBER 5, 1862-1 a.m.

General THOMAS:

GENERAL: Direct Crittenden's corps to move in the morning in pursuit of the enemy, and learn his line of retreat and his position if he has taken up one. Gilbert's corps moves to Bardstown at daylight, but will not be sent on until it is ascertained by Crittenden's advance whether the enemy has taken position near us. If they are still retiring the routes for McCook and Gilbert will be designated to-morrow.

Smith's division will move to Bardstown early in the morning. Let it receive orders to move with the rest of Crittenden's corps. McCook's corps is directed to remain at Bloomfield, or if he thinks best to move to the Beech Fork, near Chaplin, and to examine the road to Willisburg and toward Lawrenceburg, and to be ready to continue his march as may be required.

Respectfully,&c.,

JAMES B. FRY,

Colonel and Chief of Staff.

OCTOBER 5, 1862-11 p.m.

General THOMAS, Second in Command:

GENERAL: General Buell says that from the information he collects it seems very doubtful whether he can advance over any other roads than those taken by the enemy's infantry, and thus go by Springfield and Lebanon and Springfield and Perryville; and if the information you get on the ground leads to the same conclusion, or leaves you in doubt, it may be best for you not to put the troops on the doubtful routes until he comes up in the morning.

Respectfully, &c.

JAMES B. FRY,

Colonel and Chief of Staff.