camp ready for action; all of my line and field officers were at their posts. As soon as formed I reconnoiter some on the outside of the works and found the enemy approaching. I gave notice to my command to be ready, and then proceeded to have the Fifty-fourth Pennsylvania Regiment in readiness, but just as I approached the left of my own command I observed the enemy in force in a few rods of the works. I gave them orders to fire, and proceeded to assist Captain Suter in getting his command in line of battle, but was too late to gain the works for effective service before the enemy reached them. At this critical period the troops along the whole line from left to right gave way, leaving the commanding officers as a general thing without a command. I attempted to rally my command, but to no effect. the line officers to the best of my knowledge and belief all discharge their duties at this critical period. Major John W. Holliday was among the first to break and run away, and i do not know of his attempting to rally any of the command until he had proceeded several miles to the rear, when he returned back with the colors and part of the command about 11 or 12 o'clock the same day. I would add as an excuse for Major Holliday that when he returned he claimed to be crippled by a fall or stoke from some unknown hands near the breast-works, [so as] to be unable to discharge the duties incumbent on him. I sent for an ambulance and he was sent to the rear, but returned meat morning, since which time he has been with the command but unable for active duty. Lieutenant William G. W. Price, of Company F, went as far to the rear as Kernstown, when he concluded to return, and joined the command the night of the 19th after the command had encamped for the night. Lieutenant Price heretofore has always acted bravely. Captain John B. Lukens went as far as Winchester, but had a surgeon's certificate of disability, and has since been sent to general hospital. i would add that Surgeon Walsh, observing the colors of my command some miles to the rear, accompanied with several of my officers and enlisted men, stopped them and turned them back to face the enemy. Some blame may be attached to my not keeping up with the colors and rallying them sooner. I would add that I being the senior officer present with the brigade at the time of attack, I deemed it my duty not only to rally the men of the Fifteenth West Virginia Regiment but of the whole command wherever I found them, relying upon Major Holliday and the officers to take care of the regiment. Captains McCaskey and Gandy, also Lieutenant Lazear, were the only officers present with me during the whole day, with about twenty-five enlisted men.

I respectfully submit the above.

Yours, &c.,

MILTON WELLS,

Colonel Fifteenth West Virginia Volunteer Infantry.

[Colonel T. M. HARRIS.]

The following-named officers were found with the colors when they were rallied: Captain James Humes, Company A; Lieutenant Harry Hinkley, Company A, slightly wounded; Captain Fenelon Howes, Company F; Lieutenant Cutright, Company D; Lieutenant Warthen, Company E; Lieutenant Nash, Company I.

MILTON WELLS,

Colonel Fifteenth West Virginia Volunteer Infantry.