HEADQUARTERS SECOND CAVALRY DIVISION,

DEPARTMENT OF WEST VIRGINIA,

MAJOR: In obedience to Special Orders, Ho. 37, headquarters Cavalry Corps, Middle Military Division, I have the honor to submit the following report of the operations of the Second Cavalry Division, Department of West Virginia, since the 24th day of September, 1861 at which time, in obedience to Special Orders, No. 41, current series from headquarters Middle Military Division, I assumed command of the division, composed of two brigades and one four-gun battery (Battery L, Fifth U. S. Artillery, commanded by Lieut. G. V. Weir), the First Brigade consisting of Eighth Regiment Ohio Volunteer Cavalry Fourteenth Pennsylvania Cavalry, and Twenty-second Pennsylvania Cavalry, commanded by Col. J. M. Schoonmaker, Fourteenth Pennsylvania Cavalry; and Second Brigade consisting of the First, Second, and Thud West Virginia Cavalry Regiments and First New York (Lincoln) Cavalry Regiment, commanded by Col. H. Capehart, First Regiment West Virginia Cavalry. The entire staff of Brevet Major-General Averell (whom I relieved), with the exception of surgeon-in-chief, Doctor Wynne, surgeon Fourteenth Pennsylvania Cavalry, accompanied the general (and are still absent), taking with them the papers, books, &c. (all records of the division), by which I have suffered much inconvenience in furnishing necessary reports. At the time I assumed command of the division the strength pr erect of it was 101 commissioned officers,, and 2,186 enlisted men; present and absent, 276 commissioned officers, and 6,950 enlisted men

October 19, all quiet on my front since the 13th. At daylight this a. m. I heard heavy artillery and musketry firing on my right. Held my command well in hand for any emergency. At 8 a. m. received a dispatch from Colonel Moore, commanding First Brigade, stationed on my right at Buckton Ford, that he was moving back toward Middletown, but gave no reason for doing so. At 9 a. m. Captain Berry, of Major-General Torbert's staff, reached my headquarters with verbal orders to fall back at once, stating that the enemy was between me and our main force and some three miles in my rear, on my right. I moved back slowly on the Front Royal and Winchester pike. On my leaving Guard Hill the enemy charged my picket-line at South Branch Ford, but were repulsed with a loss of four men killed. The enemy's force on my rear following at a respectful distance was said to be Lomax's, Imboden's, Johnson's and McCausland's cavalry, 3,000 strong. On my arrival at the cross-roads leading to Winchester, White post, and Newtown I formed line of battle, with a view to attacking the enemy on his approach. From this position and previous to the arrival of the enemy I was ordered by General Torbert to join him at once, which I did by moving across to Newtown, where I remained awaiting orders. Having dispatched General T. the movements of the enemy on the Front Royal and Winchester pike, I was ordered to move my command back to the cross-roads and prevent the advance of the enemy to Winchester. On the morning of the 20th I moved my command forward to Cedarville and learned that the enemy had fallen back to Milford. On the evening of the 22d I ordered Major Gibson, with detachment of 300 men, up the Luray Valley toward Milford. He met the enemy's picket at Bentonville, charged his reserve, and drove him across Milford Creek; found him in strong force and in his fortifications. On his return to camp found Colonel Dunn's (rebel) battle-flag at the picket-post from whence he had driven him. The road being strongly barracaded prevented the capture of any prisoners. On the evening of the 23d I ordered Col. H. Capehart, commanding Second Brigade, with a detachment of 500 men, on a reconnaissance in the direction of Milford; found the enemy's pickets at Bentonville, drove there in, charged the reserve, and drove everything across Milford Creek; found the enemy still occupying his works. After a brisk and spirited but fruitless attempt to dislodge him, fell back to Allen's Cross-Roads

On the evening of the 25th I collected everything I had in camp but a light camp guard and moved to that point. On the morning of the 26th I moved my whole command (effective strength, 76 officers and 103 enlisted men) to the north side of Milford Creek, attacked the enemy in his works at daylight, made such disposition of my force as to attack him on his right flank and front, supporting the attack by a vigorous fire from my artillery; did severe damage to the euemy'# works, but failed to dislodge him for want of adequate force covering his entire line of fortifications.. I kept him closely holed during the day, having received dispatch from General Torbert that Colonel Kidd's brigade had been sent up the Powell's Big Fort Valley passage to co-operate with me by striking the enemy's rear. I held the enemy in his works awaiting report from Colonel Kidd, which I received by Captain Warner about 12.30 p. m., stating that Colonel K. had been misled, lost the road, and when he (Captain W.) left Colonel K's command, it was at least three miles north of McCoy's Ford, and about moving up into the mountain to open communication with me by signal. Later in the day I received Colonel K.'s second dispatch, saying that he had been ordered to reach the flank or rear of the enemy on my front, that he found the pass so obstructed that he could not reach me in time to accomplish anything, and had gone back to camp. In obedience to orders from headquarters Cavalry Corps, I returned with my command to Guard Hill at 10 p. m. 26th. On my leaving Milford the enemy developed his whole force in his works, but did not follow my command.

The country through which I have passed and in which I have operated has been let's in such a condition as to barely leave subsistence for the inhabitants. The property destroyed, viz, grain, forage, flouring mills, tanneries, blast furnaces, &c., and stock driven off, has inflicted a severe blow on the enemy. The money value of this property could not have been less than $ 3,000,000. There is still considerable forage anti stock in the valley, east of the Blue Ridge, adjacent to the headwaters of the Rappahannock.

My thanks are due to my present brigade commanders, Cole. H. Capehart, First Virginia Cavalry, and A. S. Moore, Eighth Ohio Volunteer Cavalry, for their cheerful obedience and promptness in the execution of all orders; and especially are my thanks due to the soldiery in the division, who have been called upon to labor incessantly since the 1st of May, often barefooted, bareheaded, and ragged and lousy for lack of clothing and time to keep themselves clean, all of which has been borne by them without a murmur.

I have thle honor to report that during the operations of my cornmand, since under any immediate control, I have endeavored to execute an orders from headquarters promptly and to the letter, fearless and regardless of rebel consequences. On the 5th and 13th instant it became my duty, though painful and repugnant to my own feelings, to order the execution of three Confederate bushwhackers, in retaliation for two Union soldiers murdered by guerrillas, believing it to be the only means of protection to our soldiers against the operations of all such illegal and outlawed bands of horse-thieves and murderers, recognized and supported by rebel authorities, for which I have been threatened by the Richmond press. But by this I cannot be intimidated in the discharge of my duties under orders. And I wish it distinctly understood by the rebel authorities that if two to one is not sufficient I will increase it to twenty-two to one, and leave the consequeunces in the hands of my Government.

I am, major, very respectfully, your obedient servant,

Maj. WILLIAM RUSSELL, Jr.,