companies left with me were those of Captain Rowan and Captain Ward. We were soon hotly engaged with an overwhelming force of the enemy, who made no assault in front of our breastworks, but advanced near the cliff of rocks, taking our position by the left flank and rear. Colonel Jones, with a part of the Twenty-seventh Mississippi Regiment, was on my left. After a hot and prolonged contest the enemy were driven back with great slaughter. He quickly rallied and advanced with overwhelming numbers, when Captain Ward from our extreme right came to me and informed me that the enemy had turned our left flank and was rapidly gaining our rear. The configuration of the ground prevented me from seeing this, but in a few moments he opened fire on us from our left flank and rear. I then gave the order to fall back to the second position occupied by the sharpshooters and indicated by General Walthall.

It is proper to state that the enemy were within 10 paces of us when the order was given to fall back. When I reached the line occupied by the sharpshooters of Captain Smith, nothing but a handful of the companies of Captain Rowan and Captain Ward were left, the most of them having been killed, wounded, or captured. I rallied the few who were left around me, but we were exposed to a murderous fire from the enemy's battery on our right flank, before mentioned, and from Moccasin battery, in our rear, as well as from the advancing force of the enemy in front. Here a number of my men fell from exhaustion or were killed and wounded. The thin line of sharpshooters under Captain Smith were forced back by the same concentrated fire. We fell back to the edge of the standing timber, where General Walthall made a stand with a few men, but the fire in front, rear, and the right flank was so severe and the force of the enemy so great we were again forced back. The mass of fallen timber, the rocks, and rough, steep mountain side rendered a retreat in perfect order impossible. A short distance south of the Craven house, by the exertions of General Walthall and his officers, the remnant of the brigade was formed in line of battle and moved back in good order to meet the enemy, my regiment forming on the right.

About 1 o'clock re-enforcements arrived, which prevented the enemy from flanking us, and the ground was held until about midnight, when we were marched to McFarland's Spring.

The loss of the regiment in killed, wounded, and missing was 199. A large number were killed and wounded, but being forced back over rough ground by a greatly superior force, it is impossible to state the numbers of either accurately.

Captain J. W. Ward was especially distinguished for his gallantry and good conduct.

Captain J. D. Smith and Captain M. M. Rowan exhibited great coolness, judgment, and courage.

The four companies on picket duty on Lookout Creek were cut off. All either killed, wounded, or captured, except Lieutenant Colonel R. P. McKelvaine, in command of the picket force, who escaped and rendered efficient services in the afternoon.

I am, sir, very respectfully, your obedient servant,

WM. F. DOWD,

Colonel Twenty-fourth Mississippi Regiment.

Lieutenant J. C. HARRISON,

Acting Assistant Adjutant-General, Walthall's Brigade.