our extreme left. The remaining five companies (three being on picket at the bridge and in town) I kept in the edge of the wood until ordered to support two pieces of artillery which were left under my charge on the left. I then moved in rear of these guns and remained there until after dark, when I received an order to return to the wagons, which were about a mile beyond Port Republic.

Soon after dawn on the morning of the 9th I received an order to get under arms at once, and moved back through the town and across the river, the Second Regiment being in front of the brigade. After crossing Companies D and I were thrown forward as skirmishers, the former on the left of the road, and Company I, with a portion of Company G, on the right of the road. After advancing some distance down the road the enemy opened on us, and I received an order from General Winder to advance under cover of the woods to the right and take the battery which commanded the road on which we were advancing. I started forward with 177 privates and non-commissioned officers, the Fourth following at some distance as our support. After working our way with much difficulty through the undergrowth and laurel thickets I came within a hundred yards of the battery which I had been ordered to take, but found it supported by three regiments of infantry. I immediately sent to General Winder a report of my position, and at the same time ordered the two left companies (being nearest the guns of the enemy) to take deliberate aim and fire at the gunners. Unfortunately, two change shots showed our position, and one gun had been brought to bear on us loaded with grape. At my first volley all the gunners were driven off, but the two regiments of infantry opened on us, and returning to their guns they poured in volley after volley of grape on us in such quick succession as to throw my men into confusion, and it was some time before they were reformed.

In the mean time the Fourth, which had come up on my right, was subjected to the fire o the three regiments in reserve. I ordered it back a short distance, and then directed both regiments to retire to a more eligible position, while I reported to General Jackson-General Winder being very hotly pressed by a much superior force to his own on our extreme left-my position and utter inability to carry the battery without assistance. I was told that General Taylor had been sent to my right, and returning I met an officer from General Elzey's brigade, who reported to me for orders. I directed him forward, as the brigade was on my right, and moved back with the Second and Fourth Regiments, but found that General Taylor had passed around my right and carried the battery before we came up. We then followed on in rear until ordered to return to camp.

Accompanying this is a report of my losses.*

Respectfully submitted.

J. W. ALLEN,

Colonel Second Regiment.

Captain O'BRIEN,

Assistant Adjutant-General.

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*List omitted shows 1 officer (Lieutenant R. M. English) killed, and 1 officer and 23 men wounded, and strength, rank and file, 224.

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