ter place to Smithfield, Va.; the Second Division West Virginia Cavalry (Brigadier-General Averell) covering the country from Smithfield in the direction of Martinsburg and the vicinity of the Potomac river. During this time the First Division (Brigadier-General Merritt) was reorganized in three brigades-the First Brigade, commanded by Brigadier-General Custer; the Second Brigade, by Brevet Brigadier-General Devin, and the Reserve Brigade, by Colonel Lowell, of the Second Massachusetts Cavalry. While the army lay in this position the cavalry was contranctly active, annoying the enemy by forced reconnaissances and otherwise.

On the 13th the Second [First] Brigade, Third Division (Brigadier-General McIntosh), moved up the Berryville and Winchester pike in the direction of Winchester, drove the enemy's cavalry before him three miles, and within two miles of Winchester came upon a regiment of infantry (the Eighth South Carolina) and by a sudden dash of the Third New Jersey and Second Ohio Regiments this regiment was broken and completely surrounded, and the whole regiment entire-officers, men, and colors-marched into camp. Too much praise cannot be given Brigadier-General McIntosh for his quick decision and gallantry on this occasion.

Orders were issued for the army to moved on the 19th of September The Third Division (Brigadier-General Wilson) moved on the Berryville and Winchester pike in the direction of Winchester, in advance of the infantry; the First Division (Brigadier-General Merritt) moved on the right to cross the Opequon Creek at Seivers' and Locke's Fords; the Second Division West Virginia Cavalry (Brigadier-General Averell) was ordered to cross the Opequon Creek and moved on the Winchester and Martisburg pike inthe direction of Winchester. I remained on the right, in command of these two divisions. Early in the morning the crossing of the First Division (Brigadier-General Merritt) was opposed by rebel infantry, but the cavalry gallantly charged across the creek and drove them from their first position back to their second, about a mile and a half from the creek, where the infantry held the cavalry in check for some time, they being posted behind stone walls and rail breast-works. In the meantime Brigadier-General Averell was steadily driving the enemy's cavalry before him in the direction of Winchester. Brigadier-General Averell getting well in rear of the infantry force in front of the First Division (Brigadier-General Merritt), they commenced to fall back, when the First Division (Brigadier-General Merritt) advance rapidly, and made a junction on the Valley pike with Brigadier-General Merritt on the left of the Valley pike. We were now about four miles from Winchester; we came square upon the left flank of the rebel army, now hotly engaged with the Federal forces. Their infantry liens were at once charged by brigades, which lines were broken, and a great many prisoners and battle-flags captured. This day the First Division (Brigadier-General Merritt) alone captured 775 prisoners, about 70 officers, 7 battle -flags, and 2 pieces of artillery. The rebel army being driven though Winchester, after dark the pursuit was stopped, and the First and Third Division (Brigadier-Generals Merritt and Wilson) bivouacked one the Winchester and Strasburg pike, and Brigadier-General Averell's division on the Moorefield pike about three miles from Winchester. During