HEADQUARTERS DEPARTMENT OF WEST VIRGINIA,

Cedar Creek, Va., November 7, 1864.

COLONEL: I have the honor to report that on the morning of the 19th ultimo the Army of West Virginia, under my command, owing to the heavy details made from it, did not number over 4,000 bayonets present. The First Division, Col. Joseph Thoburn commanding, and Batteries B, Fifth United States, and D, First Pennsylvania Artillery, were encamped farther down Cedar Creek, and about one mile from the left of the Nineteenth Corps, on a high ridge overlooking Cedar Creek and the country in the vicinity of Strasburg, with the right resting close to and fronting down the creek. The general bearing of this ridge was an irregular crescent, running to the rear of and about a half a mile distant from the left of the Nineteenth Corps. Battery L, First Ohio Artillery, was occupying the works above the bridge across the creek, while the Second Division, Col. R.B. Hayes commanding, was held in reserve and encamped about a quarter of a mile in rear of the left of the Nineteenth Corps. My pickets were at the usual distance from camp, and connecting with those of the other commands. The works in front of the First Division were being extended on this ridge opposite the Second Division, to be used by other troops in case of an emergency, as I had not a sufficient number of men to man them. Subsequent investigation goes to show that the greater part of the enemy some time during the night previous crossed the Shenandoah River below the mouth of Cedar Creek and massed just outside of my pickets. At about 4.30 a.m. another force of the enemy crossed the creek in front of the First Division, and soon after the enemy came rushing in solid lines of battle, without skirmishers, on my pickets, coming to the works with those of the pickets they had not captured, in overwhelming numbers, entering that portion of the works not occupied by our troops, and soon were on the flanks and in the rear of the First Division and the two batteries, compelling them either to retreat or be captured. The ground to be passed over was one succession of hills and ravines, so that it was impossible for troops to make a rapid retreat in anything like good order. In the meantime the Second Division was formed on a ridge parallel to and facing the pike, with its right nearly opposite to the left of the Nineteenth Corps. One brigade of the latter was placed in position nearly at right angles to this division and on its extreme right; on the left of the Second Division divas formed Colonel Kitching's command. The enemy attacking this line in front was at the same time turning the left Hank of Colonel Kitching's command. This command commenced falling back, when the whole line apparently took it up in a good deal of disorder In every regiment, however, a considerable number of men contested the advance of the enemy, and so delayed him until the army head quarters and other wagons were enabled to get off safely. Battery L First Ohio Artillery, remained in position until compelled to retire doing good execution in its retreat. The dense smoke which enveloped everywhere tended greatly to create the general confusion that prevailed. After my command was reformed, General Sheridan placed it on the left of the Sixth Corps, to be held in reserve. After the general advance was made I followed after, overtaking the other commands before they reached Cedar Creels. Capt. H. A. Du Pont, with Battery B. Fifth United States, and Battery Is, First Ohio Artillery, galloped forward to the skirmish line and did most admirable execution. (see Captain Du Pont's report) The command camped for the night on the grounds occupied before. As the dense fog which prevailed shut from view the operations of most of the army, I respectfully refer you to the inclosed reports of my subaltern commanders for further details of this army' s operations.

My loss was as follows:

Command.	Killed	Wounded	Missing	Total
First Division	13	97	474	584
Second Division	26	154	31	211
Artillery Brigade	7	17	28	52
Total	46	268	533	847

Seven pieces of artillery, 10 caissons, 2 battery wagons, 1 forge, 4 army wagons, and 2 ambulances.

I am specially indebted to my division and other commanders and to the members of my staff for valuable services rendered on that day. Captain Du Pont, chief of artillery, and the officers and men of his batteries are deserving of particular mention for their conspicuous gallantry and the valuable services rendered that day.

I am pained to report the death of Col. Joseph Thoburn, commanding First Division, and Capt. Philip G. Bier, assistant adjutant-general on my staff. Both fell mortally wounded while rallying the men. Brave, efficient, and ever conspicuous for their gallantry on the field of battle, in them the country sustained a loss not easily repaired.

I respectfully call your attention to the loss of many brave and valuable officers who fell on that day, as mentioned in the reports of any subaltern commanders. Col. R. B. Hayes had his horse shot under him and was slightly injured.

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

Chief of Staff, Middle Military Division.