Numbers 37. Report of Colonel Thomas H. Ruger, Third Wisconsin Infantry, of operations May 25.

HDQRS. THIRD REGIMENT WISCONSIN VOLUNTEERS,
Camp near Williamsport, Md., May 28, 1862.

SIR: I have the honor to submit the following report in relation to the part taken in the action at Winchester, Va., on Sunday, the 25th of May, 1862, by the Third Regiment of Wisconsin Volunteers:

The enemy having been reported moving to the attack, about daylight I formed the regiment on the ground on which it had encamped the previous night. Soon after I received orders to place the regiment in its place in line of battle next to the left of the Second Massachusetts Volunteers, which was done under fire. The regiment remained in the position assigned to it, two companies from the left of the battalion, under the command of Major Crane, having been thrown forward behind a stone wall some 75 yards in front of their position for about two hours, from 5 to 7 a.m. when I received an order to fall back to the crest of the hill a short distance in rear. Calling in the two companies advanced from the left I faced the battalion about and moved to the rear in good order to the position designated and immediately faced the battalion to the front, almost immediately after which I received orders to fall back and rally behind a stone wall just on the edge of town, which I did with as much regularity and in as good order as the obstructed and broken condition of the ground would admit. After taking position behind the stone wall, which served to cover the right wing only of the regiment, most of the left being exposed, fire was opened on the enemy, who by this time had reached the top of the hill and were preparing to charge down the hill. On receiving the fire that part of the enemy's line at which it was directed halted and commenced firing. About the same time the enemy placed a battery in position on the hill and threw several shells into the inclosure behind the stone wall and against the wall, and also several rounds of canister. Seeing there was no possibility of making a successful stand, as the troops on the right continued to fall back, rendering it certain that my flank would soon be turned, I ordered the regiment, to retire and gave the command of the battalion to face to the left, and passed with the left wing into the street next west of the main street, on which I came out near the Taylor Hotel. The right wing, finding it impossible to follow and perhaps not hearing the command in the noise and confusion, passed through an alley back of the inclosure into the street, and continued on the same street through the town.

The small loss at the stone wall was owing to the sheltered position of the regiment and the inaccuracy of the enemy's fire from the hill, the musketry fire being too high. The retreat from the position behind the wall was effected just as the enemy's cavalry made a dash and succeeded in cutting off a few men from the left. One man was shot while marching through the city from a window on the main street. As soon as the regiment was clear of the town I directed Major Crane to order all men belonging to the regiment and separated from it to join their respective companies.

The men were much worn when the action commenced, but evinced a disposition throughout to do their duty. The officers of the regiment, without exception, as I believe, endeavored to keep the men steady and

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