Numbers 3.] HEADQUARTERS SECOND ARMY CORPS,

June 22, 1864 - (about 10 a. m.).

[Brigadier-General BARLOW,

Commanding First Division:]

GENERAL: The major-general commanding directs that you move forward your division, commanding with General Mott on your right, swinging forward until your whole line is in close proximity to that of the enemy. You will not be dependent on any movement of the Sixth Corps. Having attained the position above indicated, you will strengthen it by entrenching. If General Wright is not able to connect with you, you will have to look out for your left.

Very respectfully, your obedient servant,

C. H. MORGAN,

Lieutenant-Colonel and Chief of Staff.

(NOTE. - Nos. 1 and 2 not being alike in their tenor, this dispatch was sent as indicating exactly what was desired by General Meade, and he stated the same verbally to General Barlow just before the receipt of this order.)

General Mott advanced to the position assigned him, keeping connection with General Gibbon's (Second) division, which remained in its entrenchments. General barlow, following the movements of General Mott's left, threw his whole line forward, effecting nearly a right half wheel through the dense woods in his front and completely severing connection with the Sixth Corps, as his orders required him to do. In order to protect his left, thus exposed, two small brigades were held behind that part of the line, following the movement by the flank. the advance had taken place without opposition in front, and the line of the corps had nearly conformed to the enemy's position, when a body of their troops, from Hill's corps (whose number cannot be definitely ascertained, so dense were the woods) advanced upon the left flank of General Barlow and into the interval between his line and the Sixth Corps, which had become so great as to prevent any timely or intelligent co-operation. The advance of the enemy, in whatever force made, was proceeded by a strong skirmish line, which opened a sharp fire on the left and rear of our troops, advancing in line and directly upon the troops moving to the front by the flank. The unexpectedness of the fire and the trying character of the country might have excused a momentary confusion, but the troops on this part of the line seem to have been seized with panic, and to have only attempted to regain the breastworks, in which they rallied enough and showed a disposition to defend them. The breaking of the First Division communicated the panic in a less degree to the Third Division, which fell back rapidly and in some confusion, the enemy still pressing sharply along the advanced line taken by the corps, and striking everything on it by the flank.

There was no proper effort made by the immediate commanders to effect a change of front and meet the fire of the enemy. the impulse seems to have been, both with officers and men, to regain their rifle-pits. As the rapid advance of the enemy reached the right of General Mott and the left of General Gibbon it seems to have been combined with a movement of other troops directly in front, whether preconcerted or excited by it is impossible to say. So far the prisoners taken had been chiefly individuals who preferred to give themselves up rather than run the risk of getting back under who were broken off from their commands in the thick woods and brush. The left of the Second Division consisted of the Second Brigade, Major O'Brien, One hundred and fifty-second New York Volunteers, commanding. This brigade is very small, very deficient in officers, and the conduct of Major O'Brien seems to have been wanting in force and promptness. The brigade met a fire from the front, but was curled up rapidly before the advance of the