the bluff, on which the fort is situated, it gradually rises to about the same height as the fort, at the distance of one-quarter of a mile therefrom.

Judging from the configuration of the country on both sides of the Harpeth, and from the fact that nearly the whole of Van Dorn's force was mounted, and from the strength of that force, I did not think the attack would be made directly in our front, but that it would be made by falling upon our rear and flanks, after the enemy would cross the river above, or above and below Franklin. I therefore made the following-mentioned disposition of my forces to meet the attack: I ordered General Stanley, who, having reported to me on the evening of the 9th instant, had been halted 4 miles from town on the Murfreesborough road, to remain with his cavalry force on the north side of the Harpeth, to watch the ford at Hughes' Mill, while my own cavalry, under command of Brigadier General G. C. Smith, was held in reserve to re-enforce General Stanley, if necessary. General Gaird was ordered to post his division in such position as to watch the fords below Franklin, and General Gilbert's division was held in position to meet any attack that might be made on our front or to re-enforce either of our flanks.

Friday, the 10th instant, was a dark, smoky and windy day. The dust was blown from Franklin and from the dry roads directly into our faces, which, together with the condition of the atmosphere, so obstructed our vision that we could scarcely distinguish a fence from a line of horsemen, even with our field glasses, at the distance of over 1 mile. For the enemy it was a most propitious day for an attack.

In the advance from their camp at and near Spring Hill, Van Dorn's forces marched along the Columbia pike until they approached the point where it passes through the two knobs, before mentioned as being about 3 miles from the town. The bulk of them then crossed over to the Lewisburg pike and approached the town on it, while the remaining part approached on the Columbia pike. Their approach was very rapid, and the first intimation that I had of it was the firing that I heard as they drove in my pickets. This was very soon after 12 m. When the pickets reached the outskirts of Franklin, on the south side of the town, they met the Fortieth Regiment Ohio Volunteer Infantry, which was there posted, it having been on the south side of the river on that day performing guard duties. By this force the farther progress of the enemy's force that followed up the pickets was then for some time stayed. This regiment here held a force, immensely superior in numbers, at bay until its ammunition was exhausted. It is shown that it fought well and held its ground with determination by the number of the enemy's dead and wounded found at and near this scene of conflict. It was finally forced to fall back through the town to the river, and it was followed by a part of the Twenty-eight Mississippi Cavalry, under command of Major [Edward P.] Jones. But few of this regiment who came into town returned. It was now about 2 p. m.

At this time a large force could be seen forming in the rear of and near the cotton-gin, which is shown on the plat, stretching and moving from the Columbia pike to the woods that lie between the railroad and the Lewisburg pike, while large forces could be seen back of Bostwick's house, in the woods between the Columbia pike and the railroad, about 1 1\4 miles from the fort, and in the woods between the railroad and the Lewisburg pike, about 1 mile from the fort. I know ordered the two 24-pounder siege guns and the two 3-inch rifled guns of the Eighteenth Ohio Battery in the fort to be opened upon that part of the enemy's force which was forming in the open field. After firing shell at them