at a town called Linden; two companies from the Twenty-ninth Regiment Pennsylvania Volunteers, about 120 men; also a portion of Pioneer Corps, supposed to be about 40 men; a detachment of Fifth New York Cavalry, about 90 men; two pieces of artillery, with 38 men, making in all 1,063 men.

On the morning of the 23rd Companies H, Captain Schley, and I, Lieutenant Coloney, relieved Companies C, Captain Smith, and D, Captain Wright, on picket duty about 1 1/2 miles beyond Front Royal, and Company F, Captain Reynolds, Was detailed for provost duty in the town. The roll was beat, and the six companies in camp were immediately drawn up in line of battle. Five companies were ordered to support the battery a short distance across the field at the edge of a woods, leaving one company to guard the camp. The three companies at and near the town fell back to the camp under a severe fire from the enemy. The then four companies at the camp were placed in position by Lieutenant-Colonel Dushane to prevent us from being flanked on the right.

The battery and the other five companies being on the left, the battery commenced firing on the advancing enemy, doing great execution and throwing them into confusion. Rallying again with greater force, flanking us on right and left, we were ordered to fall back, which we did in good order, having burned our camp and stores.

We continued to fall back until we had crossed both branches of the Shenandoah River, setting fire to the bridge over North Branch. We were again thrown into line, with the battery on the right, and opened fire. The enemy's artillery were stationed on the hills opposite us, across the South Branch, and commenced throwing shells, having a very good range.

The rebel infantry forded the North Branch stream and flanked us on the left. We were again ordered to move, left in front, up the road toward Winchester. We had marched about 2 miles when a wild shout was heard, and rebel cavalry came dashing into our lines, cutting right and left, showing no quarter, displaying a black flag. A portion of their cavalry captured our train, except one wagon and eight horses, which were cut loose by the teamsters to escape on. A sever fight was kept up until our whole force was cut to pieces. We estimate their force to be about 8,000.

As to our number of killed, wounded, and missing we cannot make an estimate.

Since the battle 8 commissioned officers and about 120 men have reported. of the 8 officers 5 were in the engagement, 2 absent on detached service, and 1 absent on furlough (Captain Johnson).

Respectfully submitted by your obedient servants,

THOS. SAVILLE,

First Lieutenant, Commanding Company B.

JOHN MCF. LYETH,

First Lieutenant and R. Q. M., Company H.

GEO. W. THOMPSON,

Lieutenant, Company D.

CHAS. CAMPER,

Lieutenant, Company K.

GEO. SMITH,

Captain Company C.

Major-General BANKS, Commanding Fifth Army Corps.