HEADQUARTERS 138TH PENNSYLVANIA VOLUNTEERS,
November 22, 1864.

CAPTAIN: I have the honor to report the following operations of my command on the 19th day of October, 1864, at the battle of Cedar Creek, Va.:

While the troops were sleeping that memorable morning, and just before daylight, the enemy attacked the extreme left of our lines and became heavily engaged with Crook's command on the front and flank. The sound of cannon and musketry soon brought all hands to their posts, and in obedience to orders immediately-afterward received from brigade headquarters to men were formed into line and arms stacked, in readiness for any emergency; shortly after tents were struck and everything packed up by orders from the same authority. The regiment, after marching and countermarching with the division, finally got a position, with the Ninth New York Artillery on the right and the One hundred and eighty-forth New York Infantry on the left. The stragglers and scattered remnants of Crook's and some of Emory's commands now came rushing through our lines, and the rebels became numerous in our front. The engagement with our lines opened sharply and an advance was made for a short distance, but the withdrawal of other portions of the line made it necessary for us to do likewise. About 9 o'clock the whole line retired a distance of some three-quarters of a mile, when a respectable line was established behind a stone wall. We remained there about an hour when the entire line fell back about a mile, just beyond Middletown. An advance was made a short distance and a new and tolerably strong line formed in a woods to the northwest of the town. Rail and other temporary works were thrown up by the troops, and this regiment, with the One hundred and tenth Ohio, was placed upon the picket-line, commanded by Lieutenant Colonel O. H. Binkley. The firing on the skirmish line was kept up briskly, with a few casualties as a consequence in my regiment. About 3 p. m. our lines advanced and after the skirmish line had been passed both regiments were ordered to join the advancing column, which they did as speedily as possible. Our lines suffered a temporary check and we remained in one position about half an hour, when another general advance was made and the rebels were driven in confusion from our front. The pursuit was kept up until our old camping-grounds were reached, and afterward by the cavalry with glorious results.

My regiment sustained the following casualties in the day's engagement: Commissioned officers wounded, 4; enlisted men killed, 2; enlisted men wounded, 36; total, 42.

First Lieutenant J. A. Gump, acting assistant adjutant-general on the staff of the brigade commander, and Lieutenant Samuel W. Cloward, Company C, were seriously wounded and have since died from their injuries. Both these officers are much lamented and their memory will be respected by the entire regiment.

Very respectfully, your obedient servant,

LEWIS A. MAY,

Major, Commanding Regiment.

Captain J. T. RORER,

Actg. Asst. Adjt. General, 2nd Brigadier, 3rd Div., 6th Army Corps.