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NEW YORK, November 13, 1865.

To the Adjutant General U. S. A., Washington,
D. C.:

SIR: I have the honor to make the following report of the operations of the Army of the Potomac during the time it was under my command:

On the seventh day of November, 1862, General Buckingham arrived at my headquarters at Orleans, Virginia, with the following order and letter:

WASHINGTON, November 5, 1862.

General Orders No. 182:

By direction of the President of the United States it is ordered that Major-General McClellan be relieved from the command of the Army of the Potomac, and that Major-General Burnside take the command of that army.

By order of the Secretary of War.
Assistant Adjutant-General.

WASHINGTON CITY, November 5, 1862.
Major-General Burnside, Commanding, etc.:
GENERAL: Immediately on assuming com-
mand of the Army of the Potomac, you will
report the position of your troops and what
you purpose doing with them.

Very respectfully,

Your obedient servant,


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WASHINGTON, November 11, 1862.}

Major-General Burnside, Commanding, etc.: GENERAL: Your despatch of the seventh was received last evening at nine o'clock. I telegraphed to you this morning to arrange a meeting for to-morrow. I hope to hear from you to-night.

I enclose you herewith a copy of a letter from the President to General McClellan, dated the thirteenth of last month. I wish you to carefully consider the President's views as contained in that letter, so that we may talk it over understandingly to-morrow.

General Meigs and General Haupt will accompany me..

Yours, truly,



On the ninth day of November, General McClellan issued an order relinquishing the command of the army; after which an order was issued from my headquarters assuming command.

The position of the different corps of the army was as follows:

First, Second, and Fifth corps, near Warrenton.
Sixth corps, at New Baltimore.

Ninth corps, with Stoneman's and Whipple's divisions, on both sides of the river, in the neighborhood of Waterloo.

Eleventh corps, at Gainsville, New Baltimore, and the Gap.

Pleasonton at Jefferson and Amissville, with advance on Hazel River.

After some consultation, it was decided that General Buckingham and myself should proceed to the headquarters of General McClellan, then at Rectortown, when the order relieving General McClellan was delivered to him, after which it was decided that the orders which had already been issued by General McClellan, di-borhood. recting the movements of the army for concen- Slocum was still at Harper's Ferry and Faytration near Warrenton, with a view to accumu- etteville.

VOL. XI-Doc. 1

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There were no pontoons with the moving army at this time, and our supplies had run very low.

It will be observed that directions were given in the order from General Halleck to me, dated November fifth, to report at once a plan for the future operations of the army; which was done. This plan had been fully matured and was at the time understood to be in accordance with the views of most of the prominent general officers in command. It had been written out and was sent to Washington, by Major E. M. Neill, on the tenth of November, and delivered to General E. W. Cullum, Chief of Staff, the following day; after which General Halleck telegraphed me that he thought he would meet me at Warrenton on the next day (the twelfth), which he did, accompanied by Generals Meigs and Haupt.

During that night and the next morning we had long consultations. General Halleck was strongly in favor of continuing the movements of the army in the direction of Culpepper and Gordonsville, and my own plan was as strongly adhered to by me. He declined to take the responsibility of issuing an order, but said that the whole matter would be left to the decision of the President; and if the President approved my plan I was to move the main army to Falmouth, opposite Fredericksburg, and there cross the Rappahannock on pontoon bridges, which were to be sent from Washington.

looked for but little time in which to move the army effectively.

General Sumner's grand division started at daylight on the morning of the fifteenth, and the grand divisions of Generals Franklin and Hooker, together with the cavalry, started on the sixteenth. General Sumner's advance reached Falmouth on the seventeenth.

General Franklin concentrated his command at Stafford Court-House, and General Hooker his in the vicinity of Hartwood. The cavalry was in the rear and covering the fords of the Rappahannock. The plan submitted by me on the ninth of November will explain fully the reasons for these movements. It contemplated, however, the prompt starting of pontoons from Washington. I supposed this would be attended to; but, feeling anxious to know something definite in regard to them before telegraphic communication with Washington should be interrupted, I directed Lieutenant Comstock, my Chief-Engineer, on the morning of the fourteenth, to ask General Woodbury, by telegraph, if the pontoons were ready to move. Not receiving an immediate reply, I directed him to telegraph to General Woodbury a second time, urging him to forward the trains promptly. To this second despatch he received the following answer on the morning of the fifteenth :

WASHINGTON, November 14, 1862. LIEUTENANT COMSTOCK: I have received your In my interview with General Halleck, I rep- two telegrams to-day. Captain Spaulding has resented to him that soon after commencing arrived, and thirty-six pontoons have arrived. the movement in the direction of Fredericks- Forty men are expected in the morning. Capburg, my telegraphic communication with Wash- tain Spaulding received Captain Duane's orington would be broken, and that I relied upon der of the sixth on the afternoon of the him to see that such parts of my plan as re-twelfth. Our pontoon train can be got ready to quired action in Washington would be carried out. He told me that everything required by me would receive his attention, and that he would at once order by telegraph the pontoon trains spoken of in my plan, and would, upon his return to Washington, see that they were promptly forwarded.

After his return, he sent me the following telegram:

WASHINGTON, November 14, 1862. Major-General A. E. Burnside, Commanding Army of the Potomac : The President has just assented to your plan. He thinks it will succeed if you move rapidly, otherwise not.

start on Sunday or Monday morning (Novem-
ber sixteenth or seventeenth), depending some-
what upon the Quartermaster's Department.
General Halleck is not inclined to send another
train by land, but will allow it, probably, if
General Burnside insists. A second train can
be sent by water to Aquia Creek, and from
thence transported by the teams which carry

the first.

This was my first information of delay; but the statement that thirty-six pontoons had arrived and forty more were expected next H. W. HALLECK, morning, connected with the statement that the General-in-Chief. first train (which would have been ample for our purposes) would start on the sixteenth or This despatch was received at my headquar-seventeenth, was deemed sufficient to authorize ters at Warrenton at eleven o'clock on theme in continuing the movements of the troops, morning of the fourteenth instant, and I at once as the pontoons would have arrived in very issued orders for the different commands to good time had they started as promised, move in accordance with the above-mentioned although not so soon as I had expected. plan.

The remark in this despatch, indicating the great necessity for the speedy movement of the troops, was entirely in accordance with my own views, as the season was so far advanced that I

After the telegraphic communication between my headquarters and Washington was broken, General Woodbury sent in the following despatches, which reached me by orderlies after my arrival at Falmouth:

November 17, 1862-7 P. M.

Lieutenant Comstock, Engineer, General Burn-
side's Headquarters, A. of P.:
Major Spaulding has not been able to get off
to-day. He expects to start at ten A. M. to-mor-
row. I will telegraph when he leaves.


A. A, General.

November 18, 1862.

Lieutenant Comstock, or in his absence, Chief of

General Burnside's Staff:

Major Spaulding has been delayed in obtaining harness, teamsters, etc., for two hundred and seventy new horses. He expects to start tonight.


Brigadier-General, Volunteers.

On the nineteenth General Hooker's grand division was at Hartwood, and a portion of the cavalry occupied positions above him, opposite the fords, where they could cross upon the receipt of the necessary orders.

These pontoon trains and supplies, which were expected to meet us on our arrival at Falmouth, could have been readily moved overland in time for our purposes in perfect safety, as they would all the time have been between our army and the Potomac River, and had they started from Washington at the promised time they would have certainly reached Stafford Court House as soon as the advance of General Franklin's grand division, and from that point they could have been forwarded by his teams to Falmouth, if the teams from Washington had needed rest.

On the twenty-second not hearing from these trains, I sent a report to General Halleck. It appeared afterward that no supplies had been started overland as suggested in my plan of operations; and the pontoon train did not leave Washington until the afternoon of the nineteenth two days after the arrival of the advance of the army at Falmouth, and five days after the arrival of the pontoons in Washing-. ton from the Upper Potomac.

From the report of Colonel Spaulding, who had charge of the pontoons, and from other sources of information, I learned that the order It was my intention, and I so informed Gen- of the sixth of November, from Captain Duane, eral Halleck, to cross some of the cavalry, and, of the Staff of General McClellan, to move from possibly, a small force of light infantry and ar- Berlin to Washington with his train, was not tillery, over the fords of the Rappahannock and received by Colonel Spaulding until the twelfth Rapidan, with a view to moving rapidly upon instant; that he then at once gave the necessary Fredericksburg and holding the south bank of directions for carrying out the order, after the river while bridges were being laid; but which he proceeded to Washington, arriving the above telegrams, announcing still further de- there at half-past ten P. M., on the thirteenth, lay in the arrival of means to cross the main and reported to General Woodbury, at his resiarmy, decided me in the already half formed dence in the city, the same night, and was redetermination not to risk sending a portion of quested to call at the General's office the next the command on the opposite side of the river morning, the fourteenth. Colonel Spaulding until I had the means for crossing the main called upon General Woodbury at the hour body. Subsequent events proved the wisdom pointed on the morning of the fourteenth, and of this course, by showing that none of these was requested by the General to wait until he fords are reliable for the passage of large bodies called upon General Halleck. In about one hour of troops without the use of temporary bridges; General Woodbury returned and directed Coland the pontoons did not arrive until the twen-onel Spaulding to put his pontoon material in ty-fifth.

It is possible that the cavalry with some light infantry could have crossed both rivers and moved down to Fredericksburg, on the south side, but before the pontoons arrived, enabling the entire army to cross; this force would have been called on to resist an attack from the greater portion of General Lee's army.


depot at the brigade shops on the Anacosti River, near Washington, as fast as it arrived from Berlin, and go into camp there with his men. The Colonel considered this as countermanding his order to make up the overland pontoon train, and knowing that General McClellan had been relieved after the order had been issued, inferred that the plan for the campaign had been changed with the change of commanders, and that the land train was not reaquired.

General Sumner, on arriving at Falmouth on the seventeenth, suggested crossing a portion of his force over the fords at that place with view to taking Fredericksburg; but from information in my possession as to the condition of the ford, I decided that it was impracticable to cross large bodies of troops at that place. It was afterward ascertained that they could not have crossed.

On my arrival at Falmouth on the seventeenth, I despatched to General Halleck's Chief of Staff a report which explained the movements of troops up to that date, and who stated the fact of the non-arrival of the pontoon trains.

He visited General Woodbury's office again on the morning of the fifteenth; did not find him in, but was informed that he had gone to see General Halleck; but while waiting for his return was told that a despatch had been received from Lieutenant Comstock, my Chief Engineer, wishing to know if he (Colonel Spaulding), with his pontoon train, had been heard from. After some time General Woodbury came in, and in the course of conversation repeated the order to put the pontoon trains in

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