swinging around came in sight of the skirmishers, and finally a portion of the main body of General Torbert's cavalry, sweeping down on the enemy and protecting my right flank. Just before Colonel Duval's division got fairly around Colonel Thoburn's division made a charge, driving the enemy's right back in confusion to their final position. Colonel Duval, after getting squarely around, charged the enemy in flank and found him strongly posted behind a stone wall with his left flank resting on an almost impassable morass, named Red Bud Run, which it was necessary for him to cross. The rough and uneven ground, the tangled thickets on the banks of this slough, and the great difficulty experienced by the men in crossing, as it was very deep and miry in places, broke the lines completely and mingled the men of the different regiments and brigades into one great throng. Without halting to form after crossed the officers and men of the Second Division united with those of the First, who had now closed in, sending many prisoners to the rear, and the whole command, cheering as they went, rushed on heedless of the destructive fire of shot, shell, canister, and musketry that thinned their ranks, and which would have driven back in disorder troops less determined, all seemingly intent on one grand object, the total and complete rout of the enemy. In this they were successful, as the enemy gave way in great confusion before their determined assaults, and but for the morass impeding their progress the Second Division would have captured many more prisoners in this charge. The enemy left two pieces of artillery in our hands when he fled, being so closely pressed that he could not take them off. To have halted to attempt to reform my lines while charging would have been madness, as it would only have given the enemy time to reform and enabled him to retire in good order, thus preventing his perfect rout. Knowing this fact officers and men were urged forward as rapidly as it was possible for them to pursue the flying foe, giving him no opportunity to halt his broken ranks to check our victorious advance. During this confusion of the enemy General Torbert's cavalry made several gallant charges into their midst, greatly adding to their confusion and pains. The general Direction of my line was on the enemy's left flank and at right angles to the line of the Nineteenth Corps. During the latter part of the charge there was a succession of stone fences running parallel to my lines, behind which some of the flying enemy took refuge, pouring a destructive fire into my ranks. On riding to the Nineteenth Corps to request them to enfilade these fences I found Brigadier-General Upton, of the Sixth Corps, on my left, making a most gallant charge with his brigade against the enemy thus posted, although having been in the hottest of the fight since its commencement in the morning. Finally the enemy fled from these fences, pursued through the town of Winchester by my command, which was the first to enter the city. The pursuit was kept up as far as Miltown, two miles south of Winchester on the Strasburg pike, where we went into camp just after dark. I can form no estimate of the number of prisoners captured by my troops, s a great many of them were turned over without receipts being taken, while numbers were passed to the rear without guards, the men knowing that they could not make their escape, as some one would pick them up.

I cannot speak in too high terms of Colonel Joseph Thoburn, First West Virginia Infantry, commanding First Infantry Division, and Colonel I. H. Duval, Ninth West Virginia Infantry, commanding Second Infantry Division, for their bravery in action, coolness under fire, and the skillful