in column along the road, undismayed by an enemy they could not see, firing at the flashes of rebel rifles, supporting their wounded and carrying their dead. For more than 8 miles they guarded the rear of the column; then with two and a half hours' slumber upon the earth, uncovered and unprotected, they were aroused by the cannon and musketry that ushered in the battle of Winchester, to do their part in the heroic struggle of that day.

I refer for particulars of this day's, duty to the report of Lieutenant Colonel George L. Andrews, hereto appended.

I cannot too strongly praise the coolness and discretion of this officer upon this trying occasion.

Respectfully.

GEO. H. GORDON.

Colonel Second Massachusetts Regiment, Commanding Third Brigade.

General ALPHEUS S. WILLIAMS,

Commanding First Division, Fifth Army Corps.

HEADQUARTERS THIRD BRIGADE,
Camp near Williamsport, Md.

CAPTAIN: Agreeably to instructions received from headquarters of the division, I have the honor to report the movements of my brigade in an engagement with the enemy on the 25th instant in front of and less than a third of a mile from the town of Winchester, Va. At dawn in the morning I received information through the officer commanding the pickets that the enemy in large numbers were driving them in and approaching the town. I immediately formed my brigade in line of battle, the right resting upon the commanding ridge, the left extending into the valley. The ridge surrounds the town, which it holds as in a basin. It is less than one-third of a mile distant, and presents many key-points for positions. I placed my artillery, Battery M, of First New York, composed of six 6-pounder Parrotts, under Lieutenant Peabody, upon the ridge and thus awaited further developments.

About 5 a.m. skirmishers from the Second Massachusetts, on the right and crest of the hill, became sharply engaged. At about the same time I directed the battery to open upon the columns of the enemy evidently moving into position just to the right and front of my center. This was done with admirable effect. The columns disappeared over the crest. For more than an hour a fire of shell and canister from several rebel batteries was directed upon my position. My brigade, being somewhat protected by a ravine, suffered but little loss. The fire of our skirmishers and the spirited replies of the battery, with heavy musketry and artillery firing on our left in Donnelly's brigade, were the only marked features of the contest until after 6 a.m.

At about 6.30, perhaps nearer 7 a.m. large bodies of infantry could be seen making their way in line of battle toward my right. They moved under cover of the dense wood, thus concealing somewhat their numbers. I directed the Twenty-ninth Pennsylvania Regiment, Colonel Murphy, and the Twenty-seventh Indiana Regiment, Colonel Colgrove, to change position from the left to the right of line, holding the Second Massachusetts, Lieutenant-Colonel Andrews, first on the right, in the center, the Third Wisconsin Regiment, Colonel Ruger, forming the left. This movement I had hardly completed, despite a new battery which opened upon my line, when three large battalions of infantry, moving in