with pistols. Three times these two regiments charged the two battalions of Fourth Michigan, but each time they were driven back in confusion. A fresh force now appeared on my right. Those in front advanced steadily, though slowly. One of my pieces of artillery was rendered temporarily unserviceable by the miserably defective ammunition lately issued. I was, therefore, compelled to fall back, although momentarily expecting re-enforcements. Major Vail with the Seventeenth Indiana (dismounted) now reported to me. I formed the regiment facing northeast, but had scarcely done so when Allen's (late J. T. Morgan's) brigade advanced directly on its right flank. I ordered an immediate change of front to meet this new force, which was held in check for about ten minutes by a battalion of the Fourth Regulars under Lieutenants Fitzgerald and Davis. Colonel Miller reported to me with two more regiments from his brigade. I placed one of them on a wooded hill to the right, and the other in the woods to the left of Major Vail. My position was now in the shape of a horseshoe, with the bridge across Noonday Creek in my rear. Most of our horses were still southeast of the creek, which is perfectly impassable for either man or horse except on the bridge, and even there, the bottom, about half a mile in width, was in such a condition that horses were up to their girths in the mud and floating rails, of which the road (?) is formed. This morning the road is so much worse that it is impassable for ambulances, and our dead had to be brought over on pack-mules. I dismounted the Seventh Pennsylvania and a part of the Fourth Michigan to fill the gaps between Colonel Miller's regiments, and sent the Fourth Regulars and the remainder of the Fourth Michigan to form line at the base of the hill northwest of the creek, and the two pieces of artillery to take position on the rising ground back of them. Before these arrangements could be completed the general attack was made, Kelly's division and Williams' brigade on my left, and Martin's division, supported by Dibrell's brigade, on my right. The left was quickly driven back, but rallied behind a fence where a battalion of the Fourth Regulars had formed, about 100 yards south of the creek. Lieutenant-Colonel Biggs, with the One hundred and twenty-third Illinois and apart of the Seventeenth Indiana, on the right of the line, was completely surrounded, but repulsed the enemy handsomely. By this time the rebels had got within range of the artillery on the hill north of the creek, which, together with Lieutenants Robinson's and Bennett's sections, opened on them with good effect, and night closing around us the enemy withdrew, leaving us in possession of the field.

I cannot speak too highly of the gallantry displayed by the Seventh Pennsylvania and Fourth Michigan when attacked by such overwhelming numbers in the early part of the engagement, nor of the splendid manner in which Colonel Biggs, with the One hundred and twenty-third Illinois and part of the Seventeenth Indiana, repulsed the enemy when they were completely surrounded and cut off from the remainder of our small force.

Inclosed I hand you report of casualties, which I regret to have so heavy.

The rebel loss is undoubtedly very severe; their ambulances were busy all last evening and this carrying off their dead and wounded from the position where the first fighting took place, while many of their dead lie nearer to us. One scouting party reports 7 lying on the road, one of them a captain. One of our wounded men,