had a material influence upon my order of battle and the events of the day.

Not having a single cavalry soldier attached to my command to warn the pickets or the company in town of the approach of an enemy, I had ordered them, in case of an attack by a superior force, to retreat rapidly to camp. This the majority of them were enabled to do, and I had the advantage of their valuable support to my small numbers in resisting the advance of what it very soon became evident was a large army corps.

Two battalions of the enemy's infantry pushed rapidly forward on both sides of the road leading from town toward the camp, and though it to the two bridges in my rear, which crossed the main branch and the North Fork of the Shenandoah, while at the same time a heavy column of infantry and cavalry crossed the railroad, and moved as if to turn my left flank and cross the river below the junction. A battery of artillery was also got into position and opened on us, and heavy clouds of dust indicated the rapid approach of large additional numbers. My situation was critical; but knowing the importance of gaining time, so as to enable our troops at Strasburg to get beyond Middletown before the enemy, I determined to hold on to my position as long as it was possible, and immediately dispatched a courier to Major-General Banks, informing him of the approach and attack of Jackson's army.

I maneuvered my men so as to present the appearance of a much larger force than I had, and whilst Lieutenant Atwell's guns were being well and effectively served, I directed Lieutenant Colonel Nathan T. Dushane to proceed with two companies to protect my right flank, Major John W. Wilson to advance with one company and cover the road leading to the bridges, whilst First Lieutenant Saville marched with his company and the camp guard to prevent the enemy's advance by the railroad toward the bridge.

These orders were promptly and fearlessly executed under a sharp fire from their skirmishers. The fire soon became general along my whole extended front, and the battalion which advanced toward my left was driven back and that on the right held in check under cover of the woods within which it was posted.

In the mean time tents and camp and garrison equipage had been loaded and the train dispatched to the rear, with orders which, if they had been obeyed, would have saved my entire regimental and private property.

About one hour after the battle commanded two small companies of the Fifth New York Cavalry, under Major Vought, came up from Strasburg and reported to me. Their appearance and the cheers with which my men received them had a very beneficial effect, as it induced the enemy to believe that I was being re-enforced, and the movement of their troops gave me additional inducement to gain time by continued resistance, although it was painfully apparent that I was being surrounded.

I kept the cavalry ready for a charge, and moved them about in sight of the infantry, but somewhat sheltered from their artillery, whilst my infantry and artillery kept up a well directed and continuous fire upon all their troops within range.

At 4.30 p. m. word was brought me that a regiment of cavalry was in my rear beyond the river and rapidly advancing. I went at once to ascertain the correctness of this report and found it too true. In crossing the first bridge I perceived one of the companies of the Twenty-ninth