forces at Memphis, coming from the Ohio River, and except at Helena, there is not a Federal soldier below there. If I had left here when first directed to do so this valley would now have been in their possession. If I leave here now it will be so in less than thirty days.

I expect General Hindman to attack Schofield at Cane Hill to-morrow morning at daylight. If he succeeds, that part of Arkansas and the Indian country will be free. If he fails, it must be abandoned, as the supplies for an army there would have to come -the breadstuffs from here and the beef from Texas. If I erred in not moving at once to Vicksburg it was because all your telegrams presupposed the safety of Arkansas. Sibley's brigade was to have gone as infantry and had been strengthened by two regiments. General Taylor had not informed me of his urgent necessary in Louisiana, and I supposed they could be spared. I have no other infantry troops than those above disposed of .

I am, general, very respectfully, your most obedient servant,

TH. H. HOLMES,

Major-General, Commanding.

HDQRS. DEPT. OF MISSISSIPPI AND EAST LOUISIANA, Grenada, Miss., December 5, 1862.

General JOSEPH E. JOHNSTON,
Commanding, &c., Chattanooga, Tenn.:

GENERAL: Your telegram of the 4th instant reached me at a late hour last night, and a brief message was forwarded in reply, indicating my present position.

The large re-enforcements received by the enemy in West Tennessee within the last few weeks, and his concentration of forces to the amount, I believe, of not less than 60,000 at La Grange, Grand Junction, and other points between my position on Tallahatchie and his base, rendered it more than doubtful whether I should be able to hold so long a line with the very small force at my disposal. I was aware also that a considerable force (not much less than my own) had been landed on the east bank of the Mississippi River, at Friar's Point and Delta. About the 27th November the enemy commenced a simultaneous movement of his armies in amy front and from the Mississippi River, threatening my rear. Gunboats and transports loaded with troops were also reported descending the river toward Vicksburg, and a demonstration from below was made at the same time against Port Hudson, on the successful holding of which point, together with Vicksburg's defenses, depends the navigation of the Mississippi River.

Port Hudson is an isolated position, not naturally strong by its land approaches, and at any time open to attack from below. It is by this time strongly entrenched and garrisoned by about 5,500 effective. Port Hudson is distant 58 miles from the railroad depot at Tangipahoa. These troops are not available on a sudden emergency for any other point nor can it be readily re-enforced. Vicksburg is strongly entrenched, and about 6,000 of all arms are held in immediate vicinity for this defense. My army on the Tallahatchie, including artillery and cavalry, numbered about 22,000 effective, most of the cavalry being in advance and covering both flanks.

Under the circumstances natured above, I determined to withdraw from the Tallahatchie and to establish my line behind the Yalabusha River. the movement was commenced on the morning of the 1st of December, the advance guard as a reconnoitering party of the enemy