than the two small brigades, with some cavalry and sixteen pieces of artillery, which comprised the entire army corps of General Banks, furnishes evidence justifying a belief of the intention of the enemy to cut us off first from re-enforcements, second to capture us and our material, beyond peradventure.

From the testimony of our signal officers and from a fair estimate of the number in rebel lines drawn up on the heights, from fugitives and deserters, the number of regiments in the rebel army opposite Winchester was 28, being Ewell's division, Jackson's and Johnson's forces, the whole being commanded by General Jackson. These regiments were full, and could not have numbered much less than 22,000 men, with a corresponding proportion of artillery, among which were included two of the English Blakely guns. Less than 4,000 men in two brigades, with sixteen pieces of artillery, kept this large and unequal force in check for about three hours; then retreating in generally good order, preserved its entire trains and accomplished a march of 36 miles.

Where all the regiments in my brigade behaved so well it is not

intended to reflect in the least upon others in mentioning the steadiness and perfect discipline which marked the action of the Second Massachusetts, Lieutenant-Colonel Andrews, and Third Wisconsin, Colonel Ruger. The enemy will long remember the destructive fire which three or four companies of the Third Wisconsin and a like number of the Second Massachusetts poured into them as these sturdy regiments moved slowly in line of battle and in column from the field.

I herewith inclose a list* of the killed, wounded, and missing of the several regiments of my brigade, hoping that the numbers will hereafter be reduced by arrivals of those marked missing. How many were captured it is impossible now to determine.

Colonel Murphy, Twenty-ninth Pennsylvania, is know to be a prisoner. Major Dwight, of the Second Massachusetts, while gallantly bringing up the rear of the regiment, was missed somewhere near or in the outskirts of the town. It is hoped that this promising and brave officer, so cool upon the field, so efficient everywhere some beloved by his regiment, and whose gallant services on the night of the 24th instant will never be forgotten by them, may have met no worse fate than to be held a prisoner of war.

To my personal staff, Lieutenant C. P. Horton, Second Massachusetts Regiment, my assistant adjutant-general; to Lieutenant H. B. Scott, of the same regiment my aide-de-camp, I am indebted for promptness in transmission of orders, for efficiency and gallant services in action.

I desire to express my thanks to Colonels Murphy, Ruger, Colgrove, and Andrews, and to the officers and men generally of my command, especially to officers and men of Battery M, whose skill and courage tended so much by their destructive fire to disconcert the enemy and hold him in check.

In fine, in the two days of the 24th and 25th, of May the larger portion of my brigade marched 61 miles, the Second Massachusetts skirmishing on the 24th for more than six hours with infantry, cavalry, and artillery, the entire command on the 25th fighting a battle.

I herewith inclose such reports of colonels of regiments as have been forwarded.

Respectfully,

GEO. H. GORDON,

Colonel Second Massachusetts Regiment, Commanding Third Brigade.

Captain WILLIAM D. WILKINS, A. A. G., Fifth Army Corps.

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*See revised statement, p. 553.

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