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The commissioned officers in each company will be appointed by the Governor of the State furnishing it; the non-commissioned officers, until the Company shall be embodied in a Regiment, will be appointed by the Captain; afterwards by the Colonel, on recommendation of the Captain.

The field officers of each Regiment will be appointed by the Governor of the State furnishing it.

The Adjutant and Regimental Quartermaster will be selected from the Company officers of the Regiment by the Colonel, and may be re-assigned to companies at his pleasure.

The non-commissioned staff will be selected by the Colonel from the non-commissioned officers and privates of the Regiment, and the vacancies so created will be filled by appointment, as prescribed above.

This Force will be organized into three Divisions of from three to four Brigades. Each Brigade will consist of four Regiments, and one Brigadier-General, one Aide-deCamp, (a Lieutenant.) one Assistant Adjutant-General, (a Captain,) one Surgeon, one Assistant Quartermaster, (a Captain,) one Commissary of Subsistence, (a Captain.)

All of the above officers will be appointed by the President, by and with the advice and consent of the Senate, except the Aide-de-Camp, who will be selected by the BrigadierGeneral from the company officers, and who may be re-assigned to his company at the pleasure of the Brigadier-General.

Each Division will consist of three or more Brigades, and of one Major-General, two Aides-de-Camp, (Captains or Lieutenants,) one Assistant Adjutant-General, (a Major.)

The above officers will be appointed and selected as prescribed above, for the additional officers of a Brigade.

These volunteers will be subject to the laws and regulations governing the army of the United States.

The officers, non-commissioned officers, and privates, organized as above set forth, will, in all respects, be placed on the footing, as to pay and allowances, of similar corps of the regular army; PROVIDED, that their allowances for clothing shall be $2.50 per month, for Infantry.

Every volunteer non-commissioned officer, private, musician and artificer, (excepting Cavalry volunteers,) who enters the service of the United States under this plan, shall be paid at the rate of fifty cents for every twenty miles of travel from his home to the place of inuster - the distance to be measured by the shortest usually travelled route - and when honorably discharged, an allowance at the same rate, from the place of his discharge to his home; and in addition thereto, the sum of one hundred dollars.

The Bands of the Regiments will be paid as follows: one-fourth of each will receive the pay and allowances of Sergeants of Engineer soldiers ; one-fourth, those of Corporals of Engineer soldiers; and the remaining half, those of privates of Engineer soldiers of the first class.

The wagoners will receive the pay and allowances of Corporals of Cavalry.

The Regimental Commissary-Sergeant will receive the pay and allowances of a Regimental Sergeant Major.

There will be allowed to each Regiment one Chaplain, who will be appointed by the Regimental Commander on the vote of the Field Officers and Company Commanders, on duty with the Regiment at the time the appointment is to be made. The Chaplain so appointed must be a regularly ordained minister of some Christian denomination, and will receive the pay and allowances of Captain of Cavalry.

Two-thirds of the Company officers of the Regiments to be raised under this plan will be appointed at the commencement of

the organization of each Regiment, and the remaining one-third, when the Regiment shall have its full complement of men, will be appointed from the ranks, to be taken from among the Sergeants on the recommendation of the Colonel

of the Regiment approved by the General commanding the Brigade. After the completion of the organization of a Regiment,

one-half of all the vacancies which may occur in the lowest grade of commissioned officers, by promotion or otherwise, will be appointed, as above, from the ranks.

Corporals will be taken from the Privates ; Sergeants from Corporals. The First Sergeant will be taken from the other Sergeants of the Company by the Captain.

The Regimental Non-Commissioned Staff will be appointed' from the Sergeants of the Regiment by the Colonel.

The volunteers called for, and to be organized under the above Proclamation and General Orders, while serving under the same, will form no part of the militia of the State.

All Companies of the Massachusetts Volunteer Militia which may desire to volunteer to serve as part of the above force, will make immediate application in writing to the Commander-in-Chief, through the Adjutant-General. Such application must state the name of the city or town in which such Company is located; whether the Company is attached to any Regiment, Brigade, and Division, or not, and to what Regiment, Brigade, and Division it is attached, if any – the names and ranks of the present officers of the company – the number of its officers, non-commissioned officers, and privates, with their occupations also. any particulars descriptive of the Company, or its condition, or which may be thought to give it a claim to be selected, which may be thought material.

From the Companies of the Massachusetts Volunteer Militia thus applying, a sufficient number will be selected to form the six Regiments assigned to this state, and the companies so selected will be designated in special orders.

Every Company selected for this service will be required to be filled up to the maximum strength prescribed in the above plan of organization, before it is mustered into the service of the United States; but no Company volunteering will be allowed to exceed in its aggregate the maximum strength established by the laws of the State for Companies of Infantry of the Volunteer Militia (viz., of seventy-nine officers, non-commissioned officers, musicians and privates) until it has been designated for this service by Orders. And as the number of companies of the Volunteer Militia far exceeds the number now assigned to this State as her quota, the Companies so selected and designated will be required to fill ap their ranks to the maximum strength established in the above United States plan of organization, from the ranks of such other Companies volunteering as it may not be possible to aceept - and the Companies from which they are to fill up their ranks will be designated in the Special Orders.

All Companies accepted for this service will receive with their Orders blank forms of an enlistment list, to be signed by every member volunteering, by which they will bind them. selves to serve in the Volunteer Force called for by the President, for the time, and in the terms, and under the organization set forth in the above Proclamation and General Orders.

As soon as each Company selected and designated shall have been raised to its maximum strength of men thus enlisted, the Governor will appoint two-thirds of its commissioned officers; and as soon as ten such Companies, so filled up and officered, shall have been sent off to form a Regiment, the field officers and the remaining third of the Company officers will be appointed as above prescribed ; and the Colonel will at once appoint the staff and non-commissioned staff, enlist his band, and call a meeting of the field officers and Company Commanders on duty with the Regiment to vote for å Chaplain.

The duty and responsibility of appointing the officers required for this Force having been imposed upon the Governor, he cannot be bound by comniissions already issued to officers of Companies volunteering to re-appoint these officers, but must exercise his own discretion. The Governor will, however, give full weight to the fact that these officers have been elected to commissions in the Volunteer Milltia, as indicative of the wishes of the men and their confidence in these officers.

As soon as the Regiment shall have been completely organized, it will be designated as one of the six to be mustered into the United States service.

This Order will be transmitted by the Adjutant-General direct to Commanders of Companies in the Volunteer Militia. By order of His Excellency JOHN A. ANDREW, Governor and Commander-in-Chief.

WILLIAM SCHOULER, Adjutant-General.

The demand upon Massachusetts at this time was for six regiments. These were soon organized, and five more were ordered into camp in the State, under the provisions of an act of the Legislature, by General Order No. 16, issued June,l. On the 17th of June, ten more regiments were requested by the General Government, and others were accepted from time to time; so that Massachusetts had Jan. 1, 1862, about thirty thousand men serving as three years' troops.

First Regiment of Infantry.

This regiment was founded upon an organization which had existed for a long perind. Formerly known as the 2d M. V. M., it was, on the disbandment of the old 1st, a few years since, authorized to assume this designation. The services of the first were early tendered to the government, but the quota of three months' troops was otherwise filled. Immediately upon the issuing of the order requiring future volunteers to serve for three years, Col. Cowdin went personally to Washington, to tender the services of himself and his regiment for that period; and it is believed to be the first regiment in the United States, armed and equipped, which was so tendered. Containing at this time but fire or six companies, others were detached from other regiments and added to it, and after many delays and disappointments, it was, on the 23d day of May, reorganized under the plan adopted by the war department for three years' volunteers. The regiment complete, ten hundred and forty-seven strong, formed line on Boston Conimon, June 1st, 1861, and thence marched to camp Ellsworth, near Fresh Pond. They remained at this place, waiting for wagons and other equipments, until June 13th, when they moved to the barracks just finished at camp Cameron, and started thence for the seat of war, June 15th. Crowds of citizens accompanied them through Boston to the Providence depot, where they took cars for New York. Jersey City was reached by steamer, June 16th. Here a hospitable reception awaited them, from a committee of Massachusetts gentlemen, resident in New York city. On the 17th of June, they marched through Baltimore, the first Massachusetts regiment which had passed through these streets to the seat of war since the massacre of April 19th. Reaching Washington the evening of the 17th, on the 19th they marched to position upon the Potomac, just above Georgetown, where they located “Camp Banks." Here the regiment remained one month. During its stay, it was visited by many friends, and went through the usual trials and experiences of a new regiment. The anniversary of the 4th of July was duly celebrated, and a few days after, the regiment was greatly gratified in the presentation of a beautiful silk banner, by Boston residents of San Francisco. During the month of July, the regiment was brigaded with the 2d and 3d Michigan, and 12th New York, under Col. I. B. Richardson, commanding the brigade. Soon after, in preparation for the advance, all but four of its wagons were taken from it, and a battalion of skirmishers was organized in the brigade, consisting of forty men from each regiment, under command of Capt. Berkensterf, of the 2d Michigan. To this battalion the 1st regiment contributed twenty men each from companies G and B, under Lieut, Johnston, of company E, and Sergeant Forrest, of company G. This battalion was first of all our forces to meet and engage the enemy, and Sergeant Forrest was the first to fall in that disastrous campaign. July 16th, the regiment left camp Banks "in the direction of the enemy,” in light marching order, without tents, overcoats, or knapsacks. It reached Vienna the same night, where the brigade rendezvoused with Gen. Tyler's division, to which it was attached. July 17th, the division marched by Fairfax, and bivouacked within two miles of Centreville. July 18th, the line of march was again taken up, Gen. Tyler's division leading the entire advance, and the 1st Massachusetts regiment being the advance of the division. With skirmishers thrown out, it felt its way, until it ascended the high hill on which Centreville is situated, and stepped for some hours in a grove on the further slope of the hill. Here a squadron of cavalry, and company G, under command of Capt. Snow, were sent forward to reconnoitre. They returned, after two hours' absence, with news of the enemy, and the order was given for Richardson's brigade to move on. The infantry had not proceeded far, when they were drawn aside that the artillery might pass. They marched behind, through a thick level piece of woodlard, then into the open field, and were halted. A gentle ascent of about a hundred yards led from the edge of the woods to the crest of a hill, which thence sloped gradually down to Bull Run. Through the centre of the descent, the road ran down to the ford. From the hill to Bull Run was about a mile. On the left hand side of the road a piece of woods extended from Bull Run about half way up the hill. Beyood the Run, the land ascended pretty steeply for about two miles, to the crest of the hill, beyond which lay Manassas Junction. Our cannon were posted on the crest of the hill on our side. Beyond the Run, on the opposing hillside, were camps and bodies of the enemy. The artillery opened upon the enemy, and were soon answered by them, and our pieces withdrawn from range. The infantry were then moved forward, so as to occupy the open space on the sidehill between the crest of the hill and the woods - they advancing about half-way to the Run. The first Massachusetts was drawn up fronting the piece of woods already spoken of on the left of the road. This piece of woods was a dry ravine, extending with sloping and gradually expanding sides down to Bull Run. During this time, the battalion of skirmishers was in the woods, being at the time under command of Lieut. Johnston, company E, every now and then closely engaged by the enemy, who, by their firing, were evidently present in force. Company G, of the 1st regiment, was ordered to occupy a small house standing to the right of the woods, and between them and the road. They advanced, and found it already occupied by the skirmishers of the 1st regiment. While occupying the house, they were fired upon from the woods, and were ordered by Col. Richardson to advance into the woods, which they did under Lieut. Ward. About fifteen minutes after this order, the firing upon the first company being very heavy, companies H and F, Capt. Carruth and Capt. Adams, were ordered into the woods, under command of Lieut. Col. Wells. This detachment entered the woods, and advanced along the crest of the ravine under a heavy fire, until they reached a steep bank overhanging Bull Run. On the opposite side, and in the two sides of the ravine, the enemy were posted in force, with a battery of artillery. Fire from three different directions seemed to be concentrated upon them at this point, but they held their position some thirty minutes, when they retired, leaving five dead, and having seven wounded - two of them mortally. The wounded show the mark of grape shot, rifle and musket balls. On retiring, they formed for a short time on the left of the 2d Michigan, but almost immediately joined their own regiment, which, in moving its position, came near them. While these companies were in the woods, the 1st Massachusetts had been moved up beyond the little house before spoken of, where they lay under a very heavy fire, without any opportunity of returning it. Their position was shifted two or three times, the firing upon the regiment being still kept up, and a new battery of two cannon approached towards the right flank. The regiment was then marched by the left flank, fronting the woods, looking down the ravine, in their first position, when they were joined by the three right companies. Ten men from each company were detailed as skirmishers to enter the woods, and Lieut. Henry, company F, was ordered to take command. They entered the wood, but were immediately recalled by order of Col. Richardson, without giving or receiving any fire. The intention of sending the regiment into the woods seems here to have been abandoned, as they were then ordered to about face, marched in line some two or three rods to the rear, and flanked back to the position first held by them behind the brow of the hill. All these movements were executed with as much regularity and precision as if upon parade. While the three companies G, H, and F, were alone in the woods, the New York 12th was ordered in to their support, but hardly entered the wood, when they suddenly turned and left the field. A fieldpiece was also brought in, which fired two or three rounds, and was then withdrawn. The cavalry was also brought down to the edge of the woods, but was unable to do much in charging through a thickly wooded, rocky ravine, and retired. After the brigade was withdrawn behind the crest of the hill, the artillery was planted in the position first occupied by it in the morning, and a furious cannon ading ensued on both sides. The First lay behind the guns, sheltered as much as possible by the hill, and in position to sustain the batteries if attacked. The balls sung about two feet over their heads. It was here that Simpson, venturing only about ten feet from the hill after water, was struck by a twelve-pound shot. Many of the balls went far over into the woods in the rear, and some members of the New York 12th, and the 69th, who were there as a reserve, were hit. This lasted for an hour or two, when the cannon were withdrawn, the wounded gathered up, and our forces withdrew in good order to Centreville - the 1st Massachusetts bringing up the rear. · During the entire time — although the whole brigade was under fire of cannon and

crest

musketry - yet none of the infantry were in any position to return fire, except the three companies sent into the woods, and the New York 12th. The 2d and 3d Michigan, and the remaining companies of the 1st Massachusetts, did not fire a shot, nor were they ever placed where they could fire. The New York 12th gave one or two scattering volleys before they retired. With this exception, the only rifles discharged on our side during the day were those of the skirmishers and of companies G, H, and F, of the Ist Massachusetts. It was harder, perhaps, to stand or lie inactive under such a fire, than to be in actual contest. The men were cool and perfectly courageous.

The day was full of incidents. Col. Cowdin's horse was struck by a spent musket ball, and the horse of Col. Wells had his leg neatly shaved by a twelve-pound rifle cannon shot. Neither officer was mounted however at the time. A ball passed over the man lying near Major Chandler, and struck within a foot of the Major, covering him with dirt. Many of the men have bullet holes through their clothing. One has two holes in his stocking where the ball went in and out without wounding the skin. The cannon ball which struck Simpson, first cut a piece from Capt. Baldwin's hat, and struck from the back of Corporal Miller his haversack, canteen and tin cup, making them a wreck, without injuring him. Private Huse, shot through the elbow, in the thick of the fight in the woods, showed the bullet hole to an officer standing near him, saying, “See here, I cannot use this gun any longer; take it, and use it for me."

Assistant Surgeon Green, with two of the band, and the driver of the ambulance, was over the field in the thickest of the fight, picking up the wounded as they were brought out of the woods.

Soon after entering the wood, the detachment under the Lieut. Col. saw a small body of the enemy, but withheld their fire, mistaking them, on account of their gray uniforms, for members of the Michigan regiment. Through the whole campaign many disasters occurred on account of some of our troops being dressed in gray uniforms.

From first to last the enemy did not show himself, keeping behind his entrenchments. The brigade lay that night at Centreville, and Friday morning marched down to the battle-field again, holding the wood and sending pickets upon the hill where the artillery was posted. They held this position through that and the succeeding day and nights, sleeping on their arms, and being kept constantly on the alert. On Friday, Companies I, Captain Rand, and K, Captain Chamberlain, were sent to hold a hill some quarter of a mile to the left, where they remained till after the battle of Sunday.

Saturday night, Company A, Captain Wild, and a detachment from Company B, under Lieutenant Smith, were sent forward as pickets on the right and left, while the remainder of the regiment was drawn up in line of battle behiod

the hill, and lay there on their arms till morning, within rifle shot of the enemy's lines. Dur. ing the days Friday and Saturday the pickets were within light and easy rifle shot of each other, but neither fired, orders being apparently as strict on their side as they certainly were on ours.

Sunday morning the artillery occupied the position on the crest of the hill where they were first stationed on Thursday. Artillery was also stationed on the hill at the left, where were the two companies of the First. Two other companies, Company A, Capt. Wild, and Company D, Lieut. Jordan, were stationed on the right, and in advance, to watch that flank. The remainder were stationed in line beyond the battery. This position was occupied during the day of Sunday. At the right, some three or four miles distant in a direct line, the battle was raging, and from the hill-tops could be seen its advance and retreat by the smoke rising through the trees. In front, on the opposite hill-side, all day long could be seen the reinforcements for the enemy pouring over the hill-tops and spreading to join the battle on their left. All day our cannon were throwing shot and shell across the run at these columns as they poured on. Still no attack was made by us on the position in front, and not a single gun of the enemy re. plied to our constant fire. At length, near night, the position at the left was attacked by a column of infantry and cavalry. Almost at the instant of hearing the volleys, the artillery limbered up and dashed off the field, the infantry withdrew, and Col. Richardson, riðing down to the First, which at the first sound had sprung to arms, gave the order * By the left flank, left face, forward, quick march." So the regiment left the field. All in the ranks supposed they were hurrying to the assistance of the companies on the left, and when the road was reached, cut through the woods to their station, the regiment halted, expecting orders to go down. It was immediately started again, however, and told to go to Centreville. There, after much changing of position, it was, with the regiments of the reserve, drawn up in line of battle, and then first learned that the great battle was lost. The first stood there for hours, while the retreat poured by with a tumult of sound and outcry impossible to describe, but which one hearing can never forget. Meanwhile, the two companies A and D were left behind without orders or notice of the retreat. Discovering almost by accident that the flag was down and the place deserted, and at the same time seeing a large force of the enemy approaching, Capt. Wild withdrew the companies in good order, stopping long enough in the woods to gather up their blankets and little baggage. Let it be remembered that in leaving the woods in the morning, the First Regiment had no idea of abandoning their camp. They went forward to fight, and the men took off their blankets, haversacks, and coats, and whatever else might'impede them. These, in the hurried and precipitate manner in which the regiment was driven by the camp back to Centreville, were left behind and lost. Companies A and D, coming through the camp nearly half an hour after the retreat, found all quiet, and the men loaded themselves with all they could carry. They emerged from the woods, approaching our position at Centreville, and were immediately saluted with a discharge of shell from our battery, which mistook them for the enemy. Very fortunately, no one was hit, and Capt. Wild, hoisting his white turban upon his bayonet point as a fag of truce, marched up the hill and joined the regiment, the last company from the field.

At Centreville was learned sad news of the left. It will be remembered that Companies I and K had been sent to hold a house situated on the left upon a hill divided from the regiments by a deep ravine and surrounded by ravines and woods. This position, in the midst of the enemy's ground, too far from the brigade for any effectual support in case of an attack these few men had held for two days and nights. On this Sunday artillery was posted there, and two regiments of infantry, all under command of Col. Davies. They, too, had been playing upon the reserve of the enemy all day without any return till toward night, when a strong column was seen approaching up the ravine. Col. Davies sent over the two companies to ascertain its character. They found it to corsist of some two or three thousand infantry, supported by a large body of cavalry. Our companies challenged and then fired. After giving and receiving two or three volleys, the column turned to retreat, when the artillery was brought to bear upon them, ploughing through their ranks with fearful effect. The infantry remaining with the guns, reserved their fire in anticipation of an attack by the cavalry. The order to retreat then came to them as to us, the guns were withdrawn, and the two companies, the last to leave the spot, fell in the rear of the retreating infantry and joined the regiment at Centreville. Col. Davies is enthusiastic in his praises of the bravery and cheerful obedience to orders of those two companies and their officers. In this attack Lieut. Gill, of Company I, was instantly killed, and Corporal Baxter, of Company K, wounded. Lient. Gill was buried that night.at Centreville. The regiment now, for the first time since the fight of Thursday, was present in all its companies. The men lay upon their arms, expecting to hold the position, but at midnight were told that the retreat would continue to Fairfax C. H., and that the brigade would cover the retreat. When the wagons and artillery had all gone, the brigade marched down the hill, stood some three quarters of an hour while the reserve passed by, and then in column by platoons brought up the rear.

At Fairfax, orders were given to go on to Washington, and so Camp Banks was reached about four o'clock that Monday afternoon, in a pouring rain. The next day the regiment was moved to a field near Arlington, the next to Fort Albany.

A list is given below of the casualities, and the place and order in which they occurred.

Skirmishers entering the woods in advance of all:

Killed - Gordon Forrest, Sergeant of Company G, and Orderly Sergeant of the skirmishers.

Company G, sent first into the woods, under command of Lieut. Ward :Killed, Company G, Lieutenant W. H. B. Smith; privates, Thomes Roone, Eben Field,

Missing, W. H. Smart, W. A. Searles, Thomas S. Parker, Charles G. Fuller, James S. Silvery, Samuel T. Long, Richard G. Rowe, Eugene Stimson, Edward Field, Michael J. Desmond, Austin Bigelow.

Companies H and F sent next into the woods under Lieutenant Col. Wells :
Killed, Company H, Sergeant Thomas Harding; privates, Philander Crowell, George
Bacon, James H. Murphy. Thomas Needham.

Wounded, Privates W. H. Lane, George G. Larned, Wm. Grantmars, W. D. Grover, George W. Gray, Nelson S. Huse, Orville Bisbee.

Wounded and taken prisoner, Albert F. Wentworth.
These casualties all occurred in the woods,
Killed by a cannon shot after the brigade was withdrawn behind the batteries, Cor-
poral Oliver E. Simpson, Company I.

Killed on Sunday, Lieutenant Elijah B. Gill, Jr., Company I.
Wounded, Company K, Corporal John F. Baxter.
Missing, Company A, since Sunday, private John R. Heywood.

The above constitutes the entire list of casualties on the two days. Three men, Sergeant Warren of Company D, and privates Eltraher and Boag of Company K, were accidentally wounded in camp during the campaign. It will be seen by the above account that from the first the regiment was divided into detachments, at times only four companies being left together, and that these detachments were sent to the positions of the most exposure and danger. A large proportion of the entire casualties of the brigade fell upon this regiment, and of these nearly all occurred in Companies G and H. The members of the other companies, however, not permitted to engage in actual conflict, showed no less steadiness and courage. From first to last, there was no murmuring or flinching at the hardships and fatigue endured, and the men were always cheerful and ready. Whether ordered to wait or to act, to stand or advance, they were always in their place, prompt and alert to hear and obey every order.

The regiment remained at Fort Albany two weeks. During its stay there the men were mostly employed in guard duty, felling trees, and other detail duty: Two companies, D and I, were practised at the guns, and gained a good idea of siege artillery practice. August 13 the regiment marched to Bladensburg, where it was brigaded with the Eleventh Mass., Second N. H., and Twenty-Sixth Penn. regiments, under General Joseph Hooker. September 10 the regiment was ordered to proceed to Upper Marlboro'. It started for five days; but it was not uutil five weeks after that its members were greeted aguin with the sight of the old camps they had come to look upon as bome. During tois period they had traversed back and forth all Lower Maryland lying

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