guard; the remainder of our regiment followed at a charge. Finding Main street filled with cavalry, a flank attack under Major Marshall was ordered by the railroad depot, while under my direction the head of the enemy's column was assailed in front. Both attacks were successful. In a few moments the town was cleared, but the flanking party of the enemy's right appearing above the town and firing into us unfortunately stopped the head of Company F, which, blocking up the street, stopped Companies G, H, I, and K. Lieutenants Crampton and Rader, with a few men from their respective companies, burst through this jam and joined nobly in the fight. During the confusion, resulting from this needles and unauthorized stop, the flanking party of the enemy's left turned us and attacked our rear. Lieutenants Neff and Mohler, of Company K, seeing the condition of affairs, ordered their company about and charged most gallantly, but the suddenness of the attack prevented their being by more than 8 or 10 men. The enemy here was only checked, and on the renewal of the attack these rear companies fled up the plank road before inferior numbers. A broken culvert and bridge caused them a heavy loss. Had these men joined the fight boldly a glorious victory would most surely have been ours. The four companies (A, B, C, and D), after driving the enemy from the town, found themselves confronted with such overwhelming odds as necessitated a retreat. This was made in such order as admitted of a rally where the fight commenced. The enemy made only a faint effort to follow us, retiring into town on the first show of resistance, and afterward abstaining entirely from pursuit. Feeling myself greatly outnumbered, I withdrew to a suitable point of observation, about a mile this [side] of the town. In the course of an hour or so the enemy commenced his retreat and we the pursuit. Being joined by the Sixth Virginia Cavalry, Colonel Flournoy commanding, and a section of artillery, we followed on as far as Rapidan Station, intending to give battle, if possible, while crossing the river. As the retreat was made toward Raccoon Ford, we gave up the pursuit.

From prisoners we learn that General Crawford was in command of the Vermont cavalry, the Fifth New York Cavalry, the First Maryland Cavalry, and probably a Michigan regiment, numbering, all told, from 1,200 to 1,500. Our whole force did not exceed 200, and not more than one-half of that engaged in the fight. From the best information attainable the loss of the enemy was 11 men and 12 horses killed; their wounded must have been 30 and their missing was 12.

The inclosed list will show our casualties and missing nearly equal to that of the enemy.

To company A, Lieutenant Smith commanding; to Company B, Captain Magruder commanding; to Company C, commanded in the beginning by Captain Myers - in the end by Lieutenant Myers - and to Company D, commanded by Lieutenant Brown, my thanks are especially due for noble bearing in the fight and prompt attention to the restoration of order after it was over. The conduct of Major Thomas Marshall is worthy of the highest praise. Lieutenant Peter Rader on this occasion, as well as on a previous one, deported himself in the most gallant manner. He is recommended to the Government as an officer worthy of consideration. First Sergeant Broadus, of Company D, did conspicuously good service and deserves promotion.

By an examination of the list of missing and casualties it will be seen there is more danger in running than in fighting bravely.

8 R R - VOL XII, PT II