HEADQUARTERS DISTRICT OF CAIRO,
On board Flag of Truce Boat, February 2, 1862.

Major General L. POLK,

Commanding Confederate Forces, Columbus, Ky.:

Yours of this date borne by flag of truce is just received and contents noted.

The exchange asked for can be made on the following terms, to wit: rand for rank, grade for grade. In case of commissioned officer one of one grade will be considered worth two of the next inferior grade, one colonel being equal to two lieutenant-colonels, four majors, or eight captains, and so on down to the lowest grade. I different rule may be agreed upon hereafter but I am not prepared to offer any other at present. *

I will take the names of those asked for in your communication and will forward the names of those I would like to have in return soon. In case of exchanges if agreeable to you those released by us wil be sent to your lines and our prisoners will be sent your lines and our prisoner will be sent to the Federal lines at the most convenient point from where those prisoners may be.

I will take the earliest opportunity of informing you when the prisoners whose names are given can be sent.

U. S. GRANT,

Brigadier-General, Commanding.

HEADQUARTERS FIRST DIVISION, WESTERN DEPARTMENT,
Columbus, Ky., February 4, 1862.

General U. S. GRANT,

Commanding U. S. Troops at Cairo.

GENERAL: I have the honor to acknowledge the receipt of your communication of the 1st instant in regard to the exchange of Captain Elliott and other prisoners taken by General Jeff. Thompson at Big River bridge on the 15th of October for an equal number of prisoners of war held by you.

It was not thought advisable to permit Captain Elliott to proceed to New Madrid my answer has been delayed because I desired to consult with General Jeff. Thompson. Up to this time he has not been heard from.

But I will say that I shall be pleased to accept your propositions in behalf of Colonel Carlin upon the terms proposed in your note of the 2nd instant.

I have the honor to be, general, your obedient servant,

L. POLK,

Major-General, Commanding.

HEADQUARTERS DEPARTMENT OF THE MISSOURI,
Saint Louis, February 6, 1862.

Brigadier General U. S. GRANT,

Commanding District of Cairo.

GENERAL: I am instructed by the major-general commanding to say that he approve of the agreement made by you and Major-General Polk for the exchange of Captain Elliot, Thirty-third Illinois Volun-

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* See Halleck's instructions of January 31.

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