HEADQUARTERS MARMADUKE'S DIVISION,
In the Field, May 28, 1864.

COLONEL: In obedience to orders from the major-general commanding I have the honor to make the following report of the operations of my command during the campaign against the Federal forces under Major-General Steele, which was ended on the 30th ultimo by their retreat across the Saline and to Little Rock: At the time information was received of the advance of Steele's army from Little Rock on the military road southward, and of his arrival at Benton, my division, consisting of Cabell's Arkansas cavalry brigade and Shelby's and Greene's (Marmaduke's) Missouri cavalry brigades, numbering about 3,200 effectively armed and mounted men for duty, was stationed as follows: Cabell's brigade 16 miles west of Washington, Shelby's and Greene's brigades at Camden.

On March 22, Cabell's brigade was ordered to march to Tate's Bluff, 23 miles northwest of Camden and at the junction of the Little Missouri with the Ouachita River.

About March 25, Shelby's brigade marched. It was ordered to Princeton, but there being no forage there, went some 15 miles northeast of Princeton (47 miles northeast of Camden), and on March 28, with Greene's brigade and a section of Blocher's battery, of Fagan's brigade, under Lieutenant Zimmerman, I marched directly to Tate's Bluff. The several brigades could thus co-operate against the enemy's front, or Cabell's and Greene's against his front, while Shelby was in position to march directly to and operate upon his rear. Arrived at Tate's Bluff, and finding no forage or subsistence in its vicinity, and ascertaining that the enemy, 9,500 strong (infantry, cavalry, and artillery), had reached Rockport and were marching upon Arkadelphia, on March 30, Shelby's brigade was ordered to cross the Ouachita River and move upon the enemy's rear, Cabell's brigade (which, in view of the probability of the enemy advancing direct upon Washington and the dearth of forage, &c., at Tate's Bluff, had been ordered to halt 15 miles southwest of that point) would cross Little Missouri at Tate's Bluff, attack his left flank, and as he advanced southward from Arkadelphia co-operate with Cabell, each command to make short and desperate attacks, retire and attack again until the enemy reached the Little Missouri River, when all would concentrate to prevent his passage of that stream. Before the several brigades could cross the rivers and get into position, although harassed greatly by various detachments from mine and other commands attacking him in flank and front, the enemy had entered Arkadelphia.

On April 1, Steele with his whole force marched out of Arkadelphia, directing his march on the military road toward Washington. Late on the evening of the 1st, the scouts in advance of Shelby's brigade had entered Arkadelphia, capturing a dozen stragglers, including one captain, and closed up to the enemy's rear, but the main body of the brigade, exhausted as it was, and avoiding his flankers for the sake of secrecy, had not arrived. Cabell had, however, moved up tot he Antoine, 18 miles southwest of Arkadelphia, and his advance, commanded by Lieutenant-Colonel Fayth, struck the advance of the enemy, consisting of two regiments of cavalry, near Spoonville, 10 miles southwest of Arkadelphia. Here several sharp fights occurred, in which the enemy suffered considerable loss and were driven back upon the main body. Greene, on the enemy's