The Seventh Michigan was at once sent out to delay the enemy as long as possible. General Custer's brigade was placed in position to receive him and Brigadier-General Davies ordered to return. The enemy's cavalry soon made its appearance, driving the Seventh Michigan in on General Custer. General Custer's skirmishers and his battery repulsed the rebel cavalry, driving it back on the infantry. He now brought forward artillery, and sent forward a strong line of infantry skirmishers, but his artillery was silenced and his skirmishers driven back.

General Davies in the meantime was slowly retiring from the direction of New Baltimore, being closely pressed by a large force of Stuart's cavalry. The enemy in front of General Custer now returned to the attack. He (the enemy) advanced two lines of infantry skirmishers, supported on the flanks by cavalry. At the same time he opened afresh with his artillery. Seven guns was the largest number seen at any one time. Before this formidable advance General Custer was forced to retire. General Davies had not yet returned, but could be distinctly seen a short distance off slowly retiring, fighting as he came. I ordered General Custer to retire across Broad Run and take up a position.

I sent an order to General Davies to leave the main road and retire by the right of the town and cross the stream higher up; that I would send troops to cover his crossing. The enemy saw this-movement on the part of General Davies, but were unable to prevent it, as General Custer's artillery swept the bridge and road over which the enemy must pass to attack him. General Davies succeeded in safely crossing the stream, but as the enemy were crossing in front of General Custer a strong force, I deemed it best not to form a junction with the two brigades.

General Custer was directed to fall back upon our infantry supports at Gainesville and General Davies to move across the country to the Hay Market road. Owing to the skill and gallantry of General Davies and Custer, both brigades safely reached our infantry supports at Gainesville and Hay Market, with their brigade organizations preserved, and with a loss of but 150 killed, wounded, and missing.

Brigadier-General Davies' brigade, on reaching the Gainesville and Hay Market pike, was attacked by a large force of rebel cavalry under Fitz. Lee. Notwithstanding the exhausted condition of General Davies' brigade, he did not refuse the rebels battle. He threw his brigade into position in front of our infantry supports, and maintained his position, notwithstanding the fierce attacks of the enemy, until 7 p. m., when he was ordered to fall back behind the infantry.

I inclose a list of casualties in the division since the morning of the 9th instant.

I am, captain, very respectfully,

J. KILPATRICK,

Brigadier-General of Volunteers, Commanding.

Captain C. C. SUYDAM,

Assistant Adjutant-General.