to protect the town of Front Royal and the railroad and bridges between that town and Strasburgh.

The forces under his command consisted of his own regiment, (seven hundred and seventy-five available men,) two companies from the Twentieth Pennsylvania volunteers, Lieut.-Col. Perham commanding; the Pioneer Corps, Capt. Mapes, engaged in constructing bridges; two companies of the Fifth New-York cavalry, and a section of Knapp's battery, Lieut. Atwell commanding. There were three companies of infantry stationed on the road near Strasburgh; the Second Massachusetts, Capt. Russell, at the bridge; one company of the Third Wisconsin, Capt. Hubbard, and one company of the Twenty-seventh Indiana, about five miles from Strasburgh.

This force was intended as a guard for the protection of the town, and partly against local guerrilla parties that infested that locality, and replaced two companies of infantry with cavalry and artillery, which had occupied the town for some weeks, under Major Tyndale, of the Twentyeighth Pennsylvania volunteers, for the same purpose. It had never been contemplated as a defence against the combined forces of the enemy in the Valley of Virginia.

Front Royal is in itself an indefensible position. Two mountain valleys debouch suddenly upon the town from the south, commanding it by almost inaccessible hills, and is at the same time exposed to flank movements by other mountain valleys, rid Strasburgh on the west and Chester Gap on the east.

The only practicable defence of this town would be by a force sufficiently strong to hold these mountain passes some miles in advance. Such forces were not at my disposal, and no such expectations were entertained from the slender command of Col. Kenly. It was a guerrilla force, and not an organized and well-appointed army that he was prepared to meet.

On the twenty-third of May, it was discovered that the whole force of the enemy was in movement down the Valley of the Shenandoah, between the Massanutten Mountain and the Blue Ridge, and in close proximity to the town. Their cavalry had captured a considerable number of our pickets before the alarm was given. The little band which was charged with the protection of the railroad and bridges, found itself instantaneously compelled to choose between an immediate retreat or a contest with the enemy, against overwhelming numbers. Col. Kenly was not the man to avoid a contest, at whatever odds.

He immediately drew up his troops in the order he had contemplated in case of an attack of less importance. The disposition of his forces had been wisely made to resist a force equal to his own, and the best, perhaps, that could have been devised in his more pressing emergency.

About one o'clock P.M. the alarm was given that the enemy was advancing on the town in force. The infantry companies were drawn up in line of battle about one half of a mile in the rear of the town. Five companies were detailed

to support the artillery, which was placed on the crest of a hill commanding a meadow of some extent, over which the enemy must pass to reach the bridge-one company guarding the regimental camp, nearer to the river, on the right of the line.

The companies, three in number, left to guard the town, were soon compelled to fall back upon the main force. There were then four companies on the right of the battery near the camp, under Lieut.-Col. Dushane, and five companies on the left under Col. Kenly. The battery, Lieut. Atwell commanding, opened fire upon the enemy advancing from the hills on the right and left, well supported by the infantry, doing much damage. A detachment of the Fifth New-York cavalry was ordered to advance upon the road, which was attempted, but did not succeed.

They held this position for an hour, when they were compelled to retreat across the river, which was done in good order, their camp and stores having been first destroyed.

On the opposite side their lines were again formed, and the battery, in position, opened its fire upon the enemy while fording the river. They were again ordered to move, left in front, on the Winchester road, and had proceeded about two miles when they were overtaken by the enemy's cavalry, and a fearful fight ensued, which ended in the complete destruction of the command. Col. Kenly, at the head of his column, was wounded in this action. The train and one gun were captured.

One gun was brought within five miles of Winchester, and abandoned by Lieut. Atwell only when his horses were broken down. The enemy's force is estimated at eight thousand. The fighting was mostly done by the cavalry on the side of the rebels, with active support from the infantry and artillery. Our own force did not exceed nine hundred men. They held their ground manfully, yielding only to the irresistible power of overwhelming numbers. Prisoners captured since the affair represent that our troops fought with great valor, and that the losses of the enemy were large.

A prisoner, captured near Martinsburgh, who was in the Front Royal army, states that twentyfive men were killed in the charge on the Buckton station. Six companies of cavalry charged upon our troops at that place. The killed and wounded numbered forty odd. Among the killed were Capt. Sheets and Capt. Fletcher. The name of the prisoner is John Seyer. It is impossible at this time to give a detailed account of our losses. Reports from the officers of the regiment represent that but eight commissioned officers and one hundred and twenty-five men have reported. Of these officers, five were in the engagement, two absent on detached service, and one on furlough.

All the regimental officers were captured. Col. Kenly, who was represented to have been killed, is now understood to be held a prisoner. He is severely wounded. Lieut. Atwell reports that of thirty-eight men attached to his battery, but twelve have reported. The cavalry was more

fortunate, and suffered comparatively little loss. Undoubtedly large numbers of the command will yet return, but it is impossible to speculate upon the number.

I have the honor to ask attention to the reports of the remaining officers of the First Maryland regiment who participated in the engagement, giving their account of the same, and that of Lieut. Atwell, commanding the battery. Other reports will doubtless be made by officers having a more perfect knowledge of the affair and a more exact statement of the losses, but are not at this time available.

I have the honor to be, with great respect, your obedient servant,

N. P. BANKS,
Major-General Cominanding.

LIEUTENANT THOMPSON'S ACCOUNT.

HAGERSTOWN, May 29, 1862. Messrs. Editors of the Baltimore American: According to promise I give you a brief account of the battle of Friday, the twenty-third day of May.

town

Having been relieved from picket duty on the morning of the battle, I was lounging about in my tent, between two and three o'clock P.M., when a negro man came riding into camp much excited, stating that the rebels had taken the "Front Royal." Our camp was about a mile and a quarter from the town. I went out to see the negro and commenced making fun of him, for he was frightened nearly to death. Thinking it to be only a skirmish with a party of guerrillas, whom we knew to be in the mountain, Lieut.-Col. Dushane and Dr. Mitchell mounted their horses and rode out towards town. They had been gone but a short time when they came dashing back to Colonel Kenly, the "long roll" was beat, and we were immediately drawn up in line prepared for a fight. Our force was small, there being four companies detached from the regiment, one at a town called Linden, about eight miles from camp, two doing picket duty a short distance from Front Royal, and one on provost duty in the town of Front Royal. A number of our men in this company were killed by the citizens of the town of Front Royal, by shooting from their dwellings. This left us but six companies in camp, five of the six were ordered to support a section of Knapp's battery, on the left of our camp, leaving one company to guard the camp. The three companies in town fell back to camp, when the four companies then in camp were deployed as skirmishers by Lieut.-Col. Dushane, on the right with the battery, and five companies on the left. We had scarcely been placed in position, when the rebels were seen advancing in great force. A brisk fire was opened by our men and the battery, doing great damage to their rank and file, and throwing them into confusion, but they again rallied in such numbers that our Colonel ordered us to fall back, which we did in good order, the men showing a coolness that was truly remarkable. Before we left our camp, we succeeded in burning all our camp equipments and stores.

We continued to retreat until we had crossed the two branches of the Shenandoah river, when we were balted and again thrown in line of battle, after burning the bridge over the north branch. At this time the battery was placed on our right and again commenced throwing shells into the lines of the rebels. The rebel artillery had been placed in position opposite to us on the banks of the south branch and threw a number of shell into our midst. While this was going on, I noticed the rebel infantry coming up the railroad and were fording the north branch. I remarked to Major Wilson who, at this time, had not noticed it, that if we did not look out they would flank us on the left. He rode down the line and we were brought to a right face, with our left in front, and ordered to march up the turnpike, allowing the battery to get in front. We had marched but a short distance when the New-York cavalry, who were covering our retreat, were overpowered and driven into our lines by about two thousand rebel cavalry, on a bold charge, flanking us right and left. They closed in upon us, literally cutting us to pieces, our men fighting desperately. Colonel Kenly, seeing our position, called our men to rally around their colors, which was the last order I heard from him. He was fighting hand to hand with the rebels, receiving a sabre-wound in the head, which was the last I saw of our beloved Colonel. I then ordered what men I had left to take to the wheat-field, but the men could do nothing with their muskets, as they had become so gummed up as to render it impossible to get a cartridge down to its proper place. Seeing this, we took to the woods near by, I getting off with a slight sabre-cut, which nearly severed the sleeve from my coat. With several of my men I remained in the woods all night, in sight of the battle-ground, and made Winchester in the morning. We lost everything we had, except one wagon and eight horses, which Quartermaster Lyeth succeeded in getting to Winchester, where he found Lieut. Taylor, of company B, who had been on detached service, and was to join his company the next morning. He assisted Quartermaster Lyeth in getting the horses from Winchester.

Our little band of patriots only numbered a little over seven hundred, while the rebels had near eight thousand.

Your obedient servant,

GEORGE W. THOMPSON, Second Lieutenant Co. D, First Md. Regt.

A REBEL ACCOUNT.

IN CAMP, JACKSON'S DIVISION, VALLEY OF THE SHENANDOAH, May 27, 1862. We got to Front Royal, where we met the First Maryland regiment, and after a fight and a charge we captured every man of them save fifteen. Our cavalry then dashed ahead and took two hundred more prisoners, at a little town between Front Royal and Strasburgh, on the railroad. In all we took nine hundred prisoners at Front Royal, including one colonel, one lieut.-colonel, one major, two pieces of cannon; horses, arms, etc., in

abundance, and $300,000 worth of quartermaster and commissary stores; also, two locomotives and three passenger and fifty tonnage cars. These facts are reliable, and you may rest assured thereof, as I will write you nothing but what I know to be true. We slept on the bare ground that night, and the next morning, very early, were off at a tangent for somewhere on the Winchester road. On our way to Middletown the road was often crowded with prisoners, wagons and horses, which our cavalry had captured, and were conveying to the rear. When last heard from we had fifteen hundred prisoners at Front Royal. Banks, who was at Strasburgh when he heard of our doings, cut stick and broke for Winchester in hot haste; but we cut his force in twain at Middletown, sending Taylor's brigade (Ewell's division) after the Strasburgh wing, who captured many of them and demoralized the rest, and we hurried on swiftly after Banks down the valley. Every few hundred yards we passed one of his wagons, left upset, or broken, or teamless, full of bagrage, stores, etc., till just this side of Newtown, after checking us awhile with artillery, he barned up thirty of the trains, and then the rout and flight became beautiful and exciting beyond degree. Prisoners were brought back by scores and hundreds, and then you ought to have heard the boys yell and make the old woods ring with proarious joy. Three miles beyond Winchester Yesterday morning, the enemy made a stand, and the fight began about six o'clock A.M.; in two hours we drove him pell-mell, helter-skelter off the field, and through the town towards Martinsburgh. Our loss is very trifling. I think fifty will cover our dead, and one hundred and fifty Our wounded.

The enemy had, soon after the fight opened, set fire to the dé pôt in Winchester, and destroyed all of his stores, and some say he ordered the town to be fired. At all events, some houses were set on fire, but the citizens extinguished it before great damage was done. Banks is now at or beyond Martinsburgh, with our cavalry and Some of our men still in pursuit. Our present expedition is a complete success. There are at least one thousand two hundred prisoners already in Winchester, and squads continually being taken to swell the number. We are all in the highest spirits and enjoy ourselves hugely. -Lynchburgh Republican.

Doc. 44.

BATTLE OF LEWISBURGH, VA.

COLONEL CROOK'S ORDER.

HEADQUARTERS THIRD BRIGADE,

LEWISBURGH, May 25, 1862.

fire-a movement that veteran troops find very difficult to make. They then advanced in good order, driving the rebels before them, dealing death to and destruction as they went, until the enemy fled in great confusion, leaving over one hundred of their dead and wounded on the field. We captured four pieces of artillery, three hundred stand of arms and one hundred prisonersthe Forty-fourth capturing their battery, and the Thirty-sixth advancing under the heaviest fire.

The result fully justifies the high standard these regiments were expected to maintain. To make particular mention would be invidious, since they behaved so nobly. The artillery, by a misunderstanding, was not brought into action. The Second Virginia cavalry being held in reserve, had the most difficult part to perform, that of being exposed to the enemy's fire without being able to participate. The Medical and Quartermaster's Departments deserve great credit for their energy and zeal in carrying the wounded and dead from the field. The surgeons and assistant-surgeons deserve particular mention for their skill and unfaltering attention to the wounded. Col. GEORGE CROOK, Commanding Brigade.

GENERAL FREMONT'S ORDER.

FRANKLIN, VA., May 24. The following circular was issued from headquarters this morning:

The General Commanding congratulates the by the skill and bravery of our soldiers against army on a new victory in this department, won the superior numbers of the enemy.

The Third brigade of Gen. Cox's division, commanded by Col. Crook, was attacked yesterday morning at Lewisburgh, by Gen. Heath, with three thousand men, and after a lively engagement the enemy were routed and fled in confusion. Col. Crook captured four cannon, two hundred stand of arms, and one hundred prisoners. Our loss was ten killed and forty wounded.

The results of this victory will be important. The General Commanding is confident that the forces now under his immediate command but lack the opportunity to emulate the gallantry and share the glory of their comrades of the army of the Kanawha.

This circular will be read at the head of every regiment or separate corps in this army. By Major-General FREMONT.

order of

ALBERT TRACY,

Colonel, and Assistant Adjutant-General.

CINCINNATI "COMMERCIAL" ACCOUNT.

CAMP THIRD PROVISIONAL BRIGADE,

MEADOW BLUFF, WESTERN VIRGINIA, June 6, 1862. [ A battle was fought at Lewisburgh on the

were attacked by