slowly through the little valley below, keeping my command well together. We crossed a stream and reformed in line of battle, and protected the battery while crossing. We again fell back to the crest of the next hill, about one mile distant, subject all the time to a terrific cannonading from the batteries of the enemy. Here we again formed in line, in connection with other regiments, to check the advance of the foe. This position was held until dark, checking and driving back the enemy, being no cavalry to protect our flanks, I withdrew my command and continued the retreat toward the town of Ripley, which we reached after traveling all night.

Early in the morning of the 11th I reported my command in a regular organized body to my brigade commander. We had hardly stacked arms when we were again attacked by the enemy on three sides [of] the town. I was again called into line to repulse the enemy. My men having but a chance cartridge, and there being no chance of filling our depleted cartridge- boxes, I ordered my men into line, fixed bayonets, and charged forward. The enemy did not wait to receive us but fled, when by orders from General Grierson I endeavored to make the road which led WEST from the town on which the command had gone out. Moving by the flank at double- quick, firing the remainder of our ammunition as we went to keep them in check, who were making every effort to cut us off, we at last reached the woods, with the loss of a few men wounded or cut off in the retreat. When I arrived at the road I found that I was in the rear of a body of cavalry and infantry. We traveled on at a rapid pace some twelve or fifteen miles from Ripley, the enemy constantly harassing our rear, when the cavalry gave way and allowed the enemy to make a dash on the rear of our column. The infantry being thus left unprotected, with no ammunition, exhausted with more than twenty- four hours' constant exertion without rest or food, many of them became an easy prey to the enemy. From this time it became impossible to preserve an efficient organization. We marched the remainder of the day and night an until 9 a. m. of the 12th, when we arrived at Collierville, twenty- five miles from Memphis, on line of railroad, after FIFTY hours of constant marching and fighting without rest or food, and a loss of 141 killed, wounded, and missing, out of all told of 371 with us on the morning of the 10th of June.

In closing this report I must say that I have never seen men fight with more desperate courage or obstinate tenacity than did men on this field. I can bear witness to the courage of the Ninety- fifth Illinois Volunteers and Waterhouse's battery, which were under my immediate view and fought side by side with us during the engagement. To notice individual instances of courage in my command would perhaps be making invidious distinction; I cannot, however, speak too highly of the conduct of both officers and men under my command during the action and in the retreat; many of them have ever won places of grateful remembrance in the hearts of their brother officers and soldiers by deeds of daring an kindness which can never be forgotten.

I have the honor to subscribe myself, your most obedient servant,

A. W. ROGERS,

Lieutenant- Colonel Eighty- first Illinois Volunteer Infantry.

Captain WILLIAM WARNER,

Actg. Asst. Adjt. General, DIVISION, Seventeenth Army Corps.