thrown out on my front, and right, to prevent any surprise from that quarter. The night passed quietly away, and at 4 a. m. on the 5th I had my men under arms.

At 7.30 o'clock I was ordered to move my regiment forward on the pike toward Spring Hill. Skirmishing being heard in front about 9 o'clock, close watch was kept up on our flanks, and at 10.30 I took post on a hill north of Thompson's Station, supporting the right of the Eighteenth Ohio Battery. Very little firing was going on in our immediate front, except artillery, till about 11.30 o'clock.

The enemy having stationed his sharpshooters in the buildings around the depot, and a line of skirmishers along the railroad, I sent three companies, viz: Company A, Captain [C.] Seaton; Company F, Lieutenant [J. T.] Fleming, and Company D, Lieutenant [J. C.] Maze, the whole in command of Captain Seaton, to dislodge them. They moved promptly forward, driving the enemy from his cover and back to the position occupied by the main body of his force, though exposed to a murderous cross-fire from two batteries and the enemy's infantry on his right. In this position matters rested for some half an hour, though a brisk fire was kept up by the enemy's artillery. I then received your ordered to move the remaining seven companies of my regiment forward, join the three previously sent, and charge a battery giving us some annoyance on my right. The command was no sooner given that, with a cheer, my men moved forward to the attack. Never on drill or parade have I seen them move with a galling fire from two brigades of infantry stationed immediately in my front, completely masked by a stone fence. The unequalness of numbers and great advantage of position caused me to shelter my men under the embankment of the railroad. Here we remained but a few moments, when your order to return and occupy our original position was received. To retrace our steps brought us in fine range of the enemy's grape and canister, which he did not fail to use. Some confusion was thus caused, but the coolness and promptness of my officers gave new confidence to the men, who were rallied in time to meet the enemy as he left his stronghold and charged upon us, and drive him back in disorder.

The position assigned me was held by my regiment until 4 p. m., repelling with great slaughter three successive charges of the enemy. Once a feint was made to flank us on our right, but Companies A and F, being sent to occupy a hill on that flank, drove them back. At 4 o'clock it was reported to me that men's cartridge-boxes were campy, and an immediate detail of three men from a company was made and sent back for a supply from the train. Only a few of them ever returned, they being captured and cut off from the regiment by the enemy on the left. Those who did return reported that the train was not to be found.

Your order to file to the rear was then received. I ordered bayonets fixed, and formed my regiment in column by division, preparatory to charge the enemy, break through his line, and make good our escape. There was a question whether to sacrifice or save the lives of my men-whether it would justify me in making the attempt to cut our way through and run the risk of losing my whole command, or surrender and save their lives. The latter course was at this moment taken, and was, no doubt, the best that could have been done.

I cannot speak too highly of the conduct of both men and officers. Wherever I placed a man, there I invariably found him. Adjutant [C. H.] Pickering rendered good service in transmitting orders. Major