it. By this time the left of the brigade became engaged with the enemy's infantry, posted behind a fence at the skirt of a woods which run at right angles with our line of battle. Finding no enemy in my front, I wheeled my regiment to the left and took position in a lane leading to and some 300 yards from the residence of Mr. Madison Payne, which threw me within some 200 yards of the enemy's lines, when we soon became hotly engaged, which was about 4 o'clock. General Stafford's brigade came up on our right and continued the line along the lane.

About sunset Captain Dement's battery was placed in position immediately in my rear, opened fire, but was soon silenced by the enemy's infantry. We were engaged until dark, when I received an order from General Walker to fall back to our fortifications along the old Culpeper and Fredericksburg road, carrying out dead and wounded with us. Owing to a number of horses in the battery being disabled, I sent Captain Hall and a squad of men, who assisted in bringing off the piece. About 1 o'clock, we took up the line of march, moving toward Zoar Church, and took position along Mine Run. In only remains for me to say that the officers and men displayed their usual gallantry and determination. There was a greater exhibition of personal courage than I have witnessed upon any of the many fields upon which they have fought.

Captain William T. Hall, Lieutenant John M. Brown, Color Sergt. W. Grimm, Sergeant Thompson (Company G), and Sergeant Fauber (Company H), are mentioned for behaving with marked gallantry on this occasion.

I am indebted to Lieutenant-Colonel Williams, Major Newton, and Adjt. Charles S. Arnall for their valuable assistance and untiring energy in keeping the men to the post of duty.

My casualties were as follows: Six killed, 24 wounded, and 1 missing; total, 31.

With deep regret at the loss of so many noble and brave men of my command,

I am, most respectfully,

J. H. S. FUNK,

Colonel Fifth Virginia Infantry.

Captain R. J. BARTON,

Assistant Adjutant-General.

Numbers 112. Report of Major Philip F. Frazer, Twenty-seventh Virginia Infantry.

JANUARY 29, 1864.

SIR: I have the honor to make the following report of the part taken by the Twenty-seventh Virginia Regiment in the action at Payne's Farm on November 27, 1863:

Pursuant to orders, it left camp near Morton's Ford on the night of November 26, and having marched down to the intrenchments remained in them all night in line of battle.

Next morning received orders to move, and marched on the Locust Grove road, crossing Mine Run at Bartlett's Mill and advancing