to the front and ascertain if the enemy was near. He proceeded as far as Williamstown with his command, then divided his force into three commands, sending one each in the direction of Cynthiana, Big Eagle Bridge, and Owenton. They have all returned, bringing with them the prisoners, which I send you. They heard of no large rebel force on the railroad at any point. Captain Lesslie went up the pike as far as Big Eagle Bridge, but found no rebel force; he then moved his command in the direction of Owenton. After making a junction with the force sent from Williamsburg he found at the Owenton Ponds three regiments of infantry, 600 cavalry, and two pieces of artillery, which had just arrived there from the direction of Frankfort, making in all about 2,500. Having orders from me not to engage a large force he returned without disturbing them or letting them know his force was near. I am satisfied they are there to recruit, as good water is there. It is only 35 miles from here, and I would like to receive orders to bag them. What shall I do with prisoners hereafter? Have I the right and authority to parole them? I have two captains of the Tenth Kentucky Cavalry under arrest for refusing to obey orders while on scouting duty, also two pickets who left their post and went to the front some 3 miles. What shall I do with them? I would like to get clear of some of the officers in the Tenth Kentucky Cavalry at once. Courts-martial are too slow. I never saw as much demoralization in my life. They have not a true military officer in the regiment. If I had some good cavalry I could do good service. I would suggest the mounting of the Eighteenth Kentucky, 250 strong. They were recruited between here and Georgetown and know the country thoroughly. A man just from Georgetown (yesterday) tells me that there is no force there or at Frankfort, but that Marshall and Smith are at Lexington, and it is reported Breckinridge, Buckner, Bragg, and Smith were at Frankfort Saturday at the inauguration of Governor. All retreated in haste to Versailles after burning bridges on Buell's approach. Buell fell back to Shelbyville. They are impressing wagons to haul off produce in the direction of Camp Dick Robinson. Numbers of Union refugees are coming into my camp running from the rebel conscription which is threatened them.

Can I move the One hundred and eighteenth Ohio and a squadron of cavalry (the Tenth Kentucky, now near Independence) to this point? They are doing no good there, as their front is protected by my pickets. I can shape them up much better by having them all together. I would again advise the getting of the Tenth Cavalry all together, as I am satisfied they will never be anything but an armed mob until they are put under strict military discipline, which is impossible while scattered. Will need a few mountain howitzers for this country. I think I could do good service, with two pieces attached to the cavalry.

Captain Lesslie and his 100 Indiana cavalry are doing me good service, but I have not enough cavalry with me to do the necessary duty, which is another argument in favor of throwing the Tenth Kentucky Cavalry together.

I send you a deserter from the regiment of regulars stationed at Newport, with the man who arrested him.

A reliable man just from Georgetown reports Federal forces in possession of Frankfort. Martial law was proclaimed at and 10 miles around Lexington. The impression is that they are evacuating and concentrating at Camp Dick Robinson or Harrodsburg, and will make a stand there. They are advancing all their force in that direction.

Very respectfully, yours,

S. G. BURBRIDGE,

Brigadier-General, Commanding.