in position for that purpose on the hills south of Winchester; also one brigade of infantry (700 muskets), the First Brigade of the First Division, Sixth Corps, commanded by Colonel William H. Penrose, Fifteenth New Jersey Volunteers, which had been ordered to report to me that followed up, attacked the pickets of the Third Brigade, First Division (Colonel Lowell), which was concentrating at Winchester. That brigade was then drawn in and placed on the left to cover the Berryville, and Winchester pike. Skirmishing soon became general, the enemy apparently in strong force. It was sometime before it could be definitely determined whether the enemy had cavalry only, or both cavalry and infantry. The engagement became pretty general, and I learned I was fighting Breckinridge's corps, the advance of the rebel army. It was now about dark, and I immediately made dispositions to withdraw, ordering the Third Brigade, First Division (Colonel Lowell), to fall back to the Opequon Creek, on the Winchester and Berryville pike. The Second Brigade, Third Division (Brigadier-General Chapman), was ordered to move through the town and take position on the opposite side. Just as the infantry and the First Brigade, Third Division (Brigadier-General McIntosh), was about to withdraw the enemy made a charge on the whole line and succeeded in capturing about 200 of the infantry and 50 of the cavalry. The artillery, which was admirably served, and up to the last moment, with a plentiful use of canister, checked the enemy's advance and gave us time to withdraw in good order. The whole command was withdrawn to the opposite side of Winchester, and formed to await a farther advance of the enemy and for our trains to get to the rear. About 9 p .m. we commenced to fall back to Summit Point. At this time orders were sent to Brigadier-General Averell to move in the direction of Charlestown. Orders were afterward sent him by Major-General Sheridan to move in the direction of Shepherdstown and cover the fords across the Potomac. On the morning of the 18th the Third Division (Brigadier-General Wilson) arrived at Summit Point and took position on the right of the infantry, and watching the country well to his front, and connecting with Brigadier-General Averell on his right, in the vicinity of Smithfield; the First Division (Brigadier-General Merritt) was in the vicinity of Berryville, covering the country from the Opequon Creek to Snicher's Gap; the First Division West Virginia Cavalry (Brigadier-General Duffie) was ordered to Charlestown.

On the 19th and 20th the main body of the cavalry remained in the same position as that of the 18th. On the 21st the rebel army advanced in three columns-by Smithfield, Summit Point, and Berryville-on our army, concentrated about Charlestown, Va. The First Division West Virginia Cavalry (Brigadier-General Duffie) was ordered out across the Charlestown and Letown road, on the right of the infantry; the First and Third Divisions of Cavalry (Brigadier-Generals Merritt and Wilson) were ordered to fall back slowly, as the enemy's infantry columns advanced, and pass to the right of the army,where they were massed, except the Third Brigade, First Division (Colonel Lowell), which was posted on the left and front. The army fell back to Halltown, Va., that night (the 21st), and the cavalry was ordered to fall back the next morning.

Early on the morning of the 22nd the enemy advanced rapidly, with strong infantry skirmishers, and were half in check by the First Division West Virginia Cavalry (Brigadier-General Duffie), the Third Brigade, First Division (Colonel Lowell), and part of the