the trains toward Winchester. While the pickets were being with-drawn I advance with six companies to Strasburg, and on arriving there met an order directing me to haste to the front with the available cavalry. I pushed forward rapidly with the sic companies, sending word to Colonel Tompkins to hasten on with his regiment and the artillery, and directing Colonel De Forest to destroy the Government property at Strasburg, for which there was no transportation, and then to act as a rear guard to the train.

On arriving at Middletown General Banks had directed the Maine cavalry and the two companies of the Vermont, under Major Collins, to make a reconnaissance toward Front Royal. After proceeding about 4 1/2 miles this party had met a large force, consisting of artillery, infantry, and cavalry, and having been driven back by it, were just coming into the town when I arrived there. The enemy almost immediately occupied the road in front of the town with a battery, two regiments of infantry, and a force of cavalry, cutting off my command (all cavalry) from the main body of the army. Supposing our army to be but a short distance off, we turned to the left, and moving parallel to the pike, tried several times without success to make a junction with General Banks, each time finding the enemy upon the road; but on reaching Newtown we found Colonel Gordon's brigade holding the enemy in check, and we there joined it. At dusk we attempted to retire to Winchester, but were attacked by the enemy, and it was not until 10 o'clock p. m. that we entered the town. Major Collins, mistaking in the clouds of dust the point at which the main body of the cavalry left the turnpike at Middletown, charged down the road with one company of the Vermont and two of the Maine cavalry until stopped by a barricade of wagons. The stone wall at the side of the road was there lined with infantry, and I fear the loss in killed and prisoners was great, as but few who were in the charge have returned. The major when last seen was unhorsed, and is either killed or a prisoner.

Colonel Tompkins in advancing toward Middletown was met by returning wagons and stragglers, and received information that the direct road to the front was in the hands of the enemy. He therefore fell back to Strasburg, making a junction with Colonel De Forest and the company of Zouaves d'Afrique. They all moved to the left by a side road, taking with them the wagons and artillery. The column was very long, and in moving over a bad road became divided. Colonel Tompkins, with his regiment, a part of the New York, and the artillery, reached Winchester about 11 p. m. Colonel De Forest with the remainder of the Fifth New York and the infantry attempted at different times to unite with the main body of the army both at Winchester and at Martinsburg without success, each time finding a large body of the enemy in his front. He then bore to the left, striking for the Potomac River, which ho crossed successfully at Cherry Run, sending the infantry and baggage to Hancock Ferry. He brought with him 32 baggage wagons, 1 battery wagon, and 1 forge.

The cavalry, arriving in Winchester lat on the night of the 24th, and having to disperse throughout the town to obtain forage and shelter for the animals, was with difficulty assembled on the morning of the 25th. By appointing certain streets in which the different regiments were to rendezvous they were finally brought into, order, but too late to participate in the action at Winchester. They, however, covered the retreat of the infantry and artillery through the town, and with Cothran's battery formed the rear guard of the army on its march from Winchester to the ferry at Williamsport, which point they reached