HEADQUARTERS ARMY OF THE MISSISSIPPI,
Bardstown, Ky.,

October 3, 1862-3 p.m.

General BRAXTON BRAGG:

GENERAL: I am in receipt of your note of the 2d, 1 p.m., directing me to move with all od my available force via Bloomfield to Frankfort, to strike the enemy in his flank and rear. The last twenty-four hours have developed a condition of things on my front and left flank which I shadowed forth in my last note to you, which makes compliance with this order not only eminently inexpedient but impracticable. I have called a council of wing and division commanders, to whom I have submitted the matter, and find that they unanimously indorse my views of what is demanded. I shall therefore pursue a different course, assured that when facts are submitted to you will justify my decision. I move on the routes indicated by you toward Camp Breckinridge. The head of my column will move this evening. I send this by a relay of couriers I have established at intervals of 10 miles from this to Lexington via Danville.

I remain, general, respectfully, your obedient servant,

L. POLK,

Major-General, Commanding.

HEADQUARTERS ARMY OF KENTUCKY,
Frankfort, Ky., October 3, 1862.

Major General LEONIDAS POLK, Commanding Forces at Bardstown, Ky.:

GENERAL: I inclose you General Bragg's dispatch from Lexington. The enemy occupied Shelbyville yesterday in force. Cleburne fell back to this point. My command is now all up and will hold this position. The cavalry have not yet reported any advance from Shelbyville, but report Taylorsville in possession of the enemy. It may be a reconnaissance in force, but should it be Buell's advance our commands at this point and Bardstown are too far apart and beyond supporting distance.

I am, sir, respectfully, your obedient servant,

E. KIRBY SMITH,

Major-General, Commanding.

[Inclosure.]

LEXINGTON, KY., October 3, 1862.

Major General E. KIRBY SMITH:

We hear nothing from your front. What is your information? If the enemy is still advancing send another courier to General Polk to [come to] your aid, and you must hold position so as to use the bridge in case the enemy should turn on him. Our whole force must be brought to bear at the same time.

BRAXTON BRAGG.

BARDSTOWN, KY., October 3, [1862]-4.30 p.m.

Colonel WHEELER,

Commanding Cavalry:

COLONEL: It was determined to-day to retire from this place toward Harrodsburg and Danville. The movement will commence to-morrow morning, but neither wing will go more than 11 miles to-morrow un-