Numbers 29. Report of Lieutenant Colonel George D. Chapman, Fifth Connecticut Infantry, of operations May 25.

HDQRS. FIFTH REGIMENT CONNECTICUT VOLUNTEERS,
FIRST Brigadier, FIRST DIV., FIFTH ARMY CORPS,

Williamsport, Md., May 28, 1862.

COLONEL: I have the honor to report as follows concerning the late battle at Winchester, in which this regiment was engaged:

About 5 o'clock Sunday Morning, as the men were rising from their sleep and heating their coffee in the field which we entered late the night before, a shell suddenly fell amongst them. This was followed by others in rapid succession. The men quickly seized their muskets and fell into line as calmly as if on parade. The inquiry was then sent back whether we should hold the spot or advance. Before receiving a reply I ordered the regiment to a hollow in the field next to the rear, which was done by the right of companies to the rear in good order.

The enemy's infantry soon appeared on the hill in front, charging directly upon us. Companies A and F immediately moved forward beyond the fence and delivered their fire with effect upon the enemy, now within a few rods. The whole battalion then moved up to their line, and, delivering three well-directed volleys, moved down the enemy in scores, shooting away their flag each time. At the third volley Companies I and B delivered a cross-fire by a half-wheel to the right. The enemy broke and ran in confusion. The order then came from yourself for the regiment to fall back to a line of stone wall in the rear of the field next behind. During this movement Company D deployed as skirmishers, to hold the line we were leaving. A fog then settled down, and for half an hour firing ceased. As it lifted I saw at some distance a large force of the enemy moving by the right flank to turn our left. Our skirmishers fired upon them, but their movement remained unchecked till a few shell from our artillery forced them back. After this their infantry paid but little attention to us, but their artillery poured a heavy fire of shell about us from their right and left batteries as we lay behind the wall.

About 9 o'clock, our regiment being in advance of the other two of the brigade, I ordered it back to their line, and while dressing the ranks received the order to retreat. Company D having been called in, the retreat commenced in closed files at quick-march through the streets on the east side of the city under a heavy fire of artillery in the rear and frequent shots on our flank from citizens and even women in the houses. After leaving the city the regiment fell into the column of the brigade,and by a forced march of 43 miles through by-roads reached the Potomac at 11 o'clock p.m. The last man of the regiment crossed at Dunn's Ferry, 7 miles by land below Williamsport, at 1.20 a.m. Monday afternoon we moved by canal-boat to Wiliamsport, where we now lie in camp, 537 men, subject to your orders.

During the fight and retreat both officers and men acted calmly and readily. Where all have done exactly as ordered it seems invidious to discriminate; still I desire to especially notice the following officers for gallant conduct: Captain Betts, whom I have since learned to be severely wounded; Captain Lane and Lieutenant Dutton, Acting Regi-