and the enemy fell back. This was about 1 1/2 miles from the Front Royal pike.

I here learned from a person who had just come up from that direction that the enemy was in force upon the road and moving across toward Middletown. I threw out skirmisher to the right and left and awaited their movements, at the same time sending back intelligence of what had happened to the signal officer at Middletown. Seeing no signs of the enemy, after waiting an hour I feel back toward Providence Church, leaving vedettes along the road and small parties at a distance each side to look out for any flank movement of the enemy. My object in so doing was to conceal my force and delay the enemy, in order to save time to the baggage trains, knowing they had a large force of infantry, which would render opposition on my part ineffectual.

At Providence Church I halted my command, expecting to be reenforced from Middletown. At about 12 o'clock, after waiting an hour or more, the most advanced vedettes came in and reported the enemy's cavalry and infantry advancing. Others coming in and confirming this statement I drew up my command in order of battle, to deceive the enemy and gain time. Their advance guard soon came in sight, and halted at a respectful distance. Their infantry soon came in sight, and also halted. I remained in position, determined to hold them in check as long as possible, at the same time sending intelligence of the condition of affairs to the signal officer, to be forwarded to General Banks.

After a delay of half an hour the enemy opened on us with artillery, throwing shell into my column. I drew off my force, and proceeded slowly to Middletown. I there learned that General Banks had gone on toward Winchester, and that you were coming up with your command. I determined to wait for your arrival. The enemy quickly appeared and commenced shelling the town. I was about giving the order to fall back toward Strasburg when I saw you approaching. I formed my command in column of fours in the main street, and awaited order. Major Collins, of the First Vermont Cavalry, was attached to my command, and took place with his two companies at the head of the column.

After the end of five or ten minutes. I saw the head of the column in motion, as I supposed by your order. My position was them ear the rear of the column, looking after Captain Cilley, of Company B, who had been severely wounded by a shell. I rode forward as fast as possible toward the head of the column, which was charging up the pike amid a shower of shell and-bullets. The dust was so thick I could neither r see nor tell anything in particular, except close by me. I passed over the bodies of men and horses strewn along the road till I had come up to near the center of Company M, the third company from the rear, where I found the bodies of men and horses so piled up that it was impossible to proceed. I saw they were retreating, and heard the order for the same from ahead. I fell back, and reformed the remainder of my command in the street about the middle of the town. At the same time a company of rebel infantry formed across the street at the upper end and opened fire on us. I saw that a second attempt to advance was useless and fell back a few road, when I made a turn to the left and struck into the fields and proceeded toward Winchester, falling in with your command after marching about 2 miles.

Our loss is as follow: A, 44 men missing; B, Captain Cilley wounded severely and left and 5 men missing; E, Captain Putnam and 42 men