iterated attacks of the enemy, made under cover of the darkness of the night.

The conduct of officers and men was most admirable. Major Dwight, who was in immediate command of the rear guard, displayed much courage and skill.

Our loss in the affair was 3 killed and 17 wounded. I have also to regret the loss of Dr. Leland who was taken prisoner while attending to our wounded men in a house near Kernstown. The loss of the enemy I have no means of estimating.

The regiment bivouacked for the night without fires, with little food, and much exhausted. The company of Captain Cogswell was ordered on outpost duty immediately, but rejoined the regiment in the morning, when the outposts were driven in,having fallen back slowly in good order before the greatly superior forces of the advancing enemy.

Very respectfully, your obedient servant,

GEO. L. ANDREWS,

Lieutenant Colonel, Second Massachusetts Regiment, Commanding

Colonel GEORGE H. GORDON,

Commanding Third Brigade.

HDQRS. SECOND REGIMENT MASSACHUSETTS VOLS.

Camp at Williamsport, Md., May 26, 1862.

SIR: I have the honor to submit the following report of the operations of the Second Regiment Massachusetts Volunteers on the 25th instant:

After less than two hours' rest, following the fatigue of the preceding day, this regiment was called upon to go into action. Our outposts were seen to be driven in at an early hour, and the regiment was ordered to take a position on the heights southwest of the town, forming the extreme right of the line, the Third Wisconsin being the next regiment on the left.

While the regiment was marching to its position a fire of grape was opened upon it from the enemy's battery opposite. Nevertheless it steadily moved on and took its position. The right company, Captain Savage, was deployed as skirmishers on the right of the regiment. it was soon, however, sent forward to a stone wall a few rods in advance, from which its fire seriously annoyed the enemy's battery. A movement being observed on the part of the enemy to drive them away, Captain Carey's company was sent forward in support. Several volleys were also fired by the two right companies, directed at the battery, with evident effect. It was observed that one of the enemy's guns was abandoned by the cannoneers.

The action had continued about an hour and a half when the enemy appeared emerging from behind a wood, which had entirely concealed his movements, and advancing in line of battle directly upon our right flank. This was promptly reported, and the Twenty-ninth Pennsylvania and Twenty-seventh Indiana Regiments were ordered up and formed on the right of the Second Massachusetts Regiment. They opened a fire upon the enemy, but failing to check his rapid advance, which was favored by the ground, they fell back. This exposed the right flank of this regiment to the attack of the enemy's line, and I was obliged to withdraw it, the regiment marching down the hill in good order under a heavy fire from the enemy.

Upon entering one of the cross streets I halted the regiment, which formed in line with perfect steadiness and regularity, with the view of