the right of the Berryville and Winchester pike, on open ground in rear of an apparently deep wood. Partly on this open ground, partly in the wood beyond it, the Second Division of the corps was at this time deploying into line of battle. I immediately visited the brevet major-general commanding the corps, and received from him the order which had previously been given me by a member of his staff, viz, to go into position in rear of the right of the second line of the Second Division, as a reserve; to place my command in column of regiments, and to guard the right flank of the army, holding myself in readiness to move promptly in any direction, and particularly to be ready to wheel into line to the right in case the right flank of the army should be assaulted. The division was immediately disposed in strict conformity to this order. The First was made the leading brigade, and the leading regiment of the Second Brigade was placed in echelon to the left of the last regiment of the First Brigade, that the Second Brigade might readily become a second line to the First Brigade should the division be obliged to wheel into line to the right to resist an attack in force on the right flank of the army. A skirmish line of infantry from the Sixth Corps retired from the ground the division occupied as it went into position. The commanding officer the division, and added that he had seen cavalry vedettes of our army in advance of any portion of his skirmish line while it was out in that direction. I ordered a strong line of skirmishers out in the direction indicated by this officer, with orders to ash far out. This skirmish line was in addition to the flankers put out on the right flank of the division. These skirmishers and flankers were ordered to move forward parallel with the column when it should advance.

All dispositions being compelled I rode over to the right to examine the ground in that direction, and was returning when the order to move forward was received. The division moved at the same moment that the second line of the Second Division was put in motion, and within close supporting distance of it. Almost immediately both divisions were in a dense wood. I rode forward very near the second line of the Second Division, that I might be sure to follow that line accurately with the First Division. There was little firing at first, but as I approached the open ground beyond the wood, through which we were passing, the fire became very heavy, and the flight of the enemy's bullets showed that our first line was stoutly opposed. As I passed the other skirt of the wood the second line of the Second Division began to yell and advance at a double-quick in great disorder toward the wood beyond. In this condition portions of that line entered the second belt of woods. Only a portion had entered,a nd they had aridly disappeared in the wood before the whole of that portion of the two lines of the Second Division which preceded my division came back out of that woods, flying over the open ground between the two woods in the greatest disorder, having been repulsed, apparently, with more than ordinary effect. My division was at this time moving steadily to the front, but the disorderly double-quick in which the line which immediately preceded it had indulged when charging into the second wood had somewhat increased the original distance between the two lines. Some casualties had already occurred in the column of the First Brigade.

I immediately sent order for the First Brigade to deploy into line of the right, its leading regiment to rest in the edge of the wood out of which I had just passed, and its regiments to extend themselves