does not take a just pride in what was done by the division toward winning the victory and trailing the rebel banners in the dust in the Valley of the Shenandoah, the former valley of humiliation to Union armies.

Our losses were heavy, not in numbers, but many of our best soldiers poured out their life blood on the fields around Winchester. Lieutenant Colonel Melvin Brewer, Seventh Michigan Cavalry; Captain William O. North, Fifth Michigan Cavalry; Major C. W. Ayers, Ninth New York Cavalry, and last, but not least, Captain James F. McQuesten, Second U. S. Cavalry, acting inspector-general on my staff, fell in the front of battle heroically fighting for the integrity of the Union, the ascendancy of the old flag. Never did braver men shed their blood, and never in a juste cause. Each one of these gallant officers was actuated by the highest principles that inspire a soldier. Each was a willing sacrifice in the hour of this country's need.

The names of the enlisted men who fell in this battle are transmitted herewith; they died gloriously in the thickest of the fight, with the simple but proud record of enlisted men of the First Cavalry Division who had always done their duty; they need no more flattering history.

There are many events of personal daring which it would not be possible in the limits of this report to recount. I have taken occasion to mention in a separate paper those who were particularly deserving of praise, but I find that but poor justice can be done to a command in any report of the battle in which those who were not prominently distinguished are among the exceptions. The battle, in addition to its immediately results, has had the effect to establish in the mind of each officer and man in the command the lesson derived from our formed experience, that the First Cavalry Division is invincible in a contest with anything like equal numbers of the foe.

Very respectfully, your obedient servant,

W. MERRITT,

Brigadier-General, Commanding.

Major WILLIAM RUSSELL, Jr.,

Assistant Adjutant-General, Cavalry, Middle Military Division.

HEADQUARTERS FIRST CAVALRY DIVISION, October 12, 1864.

MAJOR: On the 8th instant the division marched in rear of the army, acting as rear guard. When arriving at Tom's Creek it was ordered to halt and go into position by the chief of cavalry. Soon after orders were received from the major-general commanding the army to send a (Colonel Kidd) was detached on this duty, while a regiment from the Reserve Brigade and one from the Second Brigade was ordered out on the flanks of this reconnaissance to protect the movement. Soon after the departure of the First Brigade a report was received that the enemy was attacking the Third Division in force on the Back road, about four miles to our right rear. At the same time orders came from the chief of cavalry that if the attacked was serious to strike the enemy in his flank. The Reserve and Second Brigades were immediately ordered out, and marching across the country found the enemy's cavalry on the Back road and commenced skirmishing with them. The enemy soon made front toward the Reserve Brigade, which was principally engaged, but at the same time was driven back across Tom's Creek, where, with his