HEADQUARTERS CONNER'S BRIGADE,

MAJOR: I have the honor to report that on the 18th instant, at 11.45 p. m., this brigade, in pursuance of orders received during the afternoon, moved from its camp to the turnpike, in rear of Fisher's Hill. Soon after reaching there, the other brigades being put in motion, it fell into the position previously assigned it as the rear brigade of the division, and moved noiselessly and in good order to the north side of Cedar Creek on the road ---, where just after daybreak it rapidly formed in line of battle and pushed forward at once in support of the other brigades of the division, then advancing on the enemy's works. On clearing the dense and tangled woods immediately in our front, and reaching the open, elevated ground occupied by the enemy (understood to be Crook's corps), it was discovered that Bryan's brigade by a most brilliant dash had already succeeded in driving them out and held possession of their first line of works. Without delay, the brigade moved up on the left of Bryan's brigade, (commanded by Colonel Simms) and dashed forward across the turnpike, attacking the second line of works with such flerce vigor and determination that the enemy soon fled in the utmost confusion, leaving in our hands a number of prisoners and four pieces of artillery. From this point the brigade steadily advanced to the left of and on a line nearly parallel to the pike, as far as a lane which led into the pike, and passing near a house said to have been the headquarters of the commanding general of the Federal forces. Beyond this lane some 200 yards the enemy had rallied apparently with the determination of making an effort to check our advance, and as one of my

regiments, in consequence of the inequalities of the ground over which we had passed, bad become detached, the brigade was halted a few minutes until it could resume its proper place in the line. As soon as this was accomplished the brigade recommenced its forward movement, the enemy retiring before it as if panic-stricken, and continued it until we had passed into the woods beyond and to the left-of Middletown, where, finding that any farther advance would exposed to an attack on my left flank, and it being reported to me that the enemy's cavalry were in strong force in the second. woods in front, I moved to the outer edge of the woods and halted until I could reconnoiter the position. The major-general commanding rode up at this time, and by his order the command was moved half a mile to the right in the direction of the turnpike, and the forward movement again resumed. After proceeding some distance the troops on our right having halted this command was halted also, and my skirmishers, together with those of Bryan's brigade, advanced to clear the woods of a body of skirmishers in front of my left, which was handsomely done, when the line again moved forward and occupied a road half a mile distance in advance. Here the Third and. Fifteenth Regiments, which had been temporarily detached, rejoined us and were sent to the right to fill up a gap between this brigade and that of Humphreys. Soon after this the enemy made an attack on Humphreys, which was met by such a heavy fire, so coolly delivered by that brigade and by the right of my own that they were at once checked and driven back. A repetition of the attack met with a like result, and the firing for a time seemed to have ceased along the whole line, but between 3 and 4 o'clock it was resumed, and it was soon ascertained that the troops on our left had given way and the enemy threatening our left flank while pushing us in front.

In this condition of affairs the command fell back to the position it had previously held, and for one hour and a quarter kept the enemy at bay, foiling every direct effort to draw us from our position, and it was not until the enemy had passed completely around our left flank and were moving on our rear that the order was given to withdraw. So closely were the enemy pushing us at this time that I found it necessary to move out by the right flank while my skirmishers held them in check in my front. After moving sufficiently far to my right to uncover my rear the command was faced to the right and moved in the direction of the pike at Middletown, with orders to halt on the crest of the hill.

Up to this time both men and officers had obeyed with commendable cheerfulness and alacrity all orders given them; but, unfortunately, in moving to the rear a very high fence was encountered, and in clearing it my line was necessarily broken, and being without a staff officer or courier and with no horse myself, before it could be reformed a stream of flying fugitives from other portions of the field became so mixed lip with my own men, infecting the latter with their own fears, that they soon became oblivious of everything save to leave the enemy as-far in the rear as possible.

I shall say nothing of the panic and flight that ensued, so much deplored as it is by all. I cannot, however, while alluding to the shortcomings of this brigade forbear giving both officers and men that praise which is so justly their due for the noble display of all the admirable and true qualities of the soldier up to the time the retreat was ordered, and no one who witnessed the advance of the brigade on that day against the different positions of the enemy will hesitate to bestow upon it their unqualified admiration. It would perhaps be invidious for. me to discriminate or to attempt to allot to each their due proportion of praise, but I may say to the commanding officers of each of the organizations I am greatly indebted, not only for the prompt obedience of orders, but for the skill and gallantry displayed in the handling of their men.

For a full and detailed account of the operations of each command I refer you to the reports herewith inclosed. [Not found]

I am also greatly indebted to Lieut. Y. J. Pope, of the Third South Carolina Regiment, acting assistant adjutant-general, and to Cadet E. P. Harl1ee, acting inspector, for the very efficient aid rendered me during the day, and for their conspicuous display of gallantry on every occasion to call it forth. The former was severely wounded, losing an eve, and the latter slightly.

One of my couriers, De Saussure Burrows, was shot through the head while riding by my side. He was a noble and gallant youth- a favorite with all who knew him. Couriers Crumley and Templeton also deserve honorable mention for their good conduct.

Among the killed I cannot forbear making special mention of Capt. B. M. Whitener, commanding the battalion of sharpshooters. He fell while gallantly leading his little band in an attack on the enemy's lines. His best epitaph may be found written upon the hearts of those who have so often witnessed his cool courage and undaunted bravery in the presence of the foe.

It is a matter of profound regret that the Second Regiment is deprived (for a time at least, on account of the loss of a leg) of the services of its commanding officer (Maj. B. R. Clyburn), whose bravery in this as on other occasions is beyond all praise.

Major Todd, commanding the Third Regiment, was also severely wounded in the arm while gallantly leading his men against the enemy's second line of works.

Killed--officers, 6; enlisted men, 22; total, 28. Wounded-officers 13; enlisted men,172; total, 185. Missing-officers, 6; enlisted men, 199; total, 205.

Among the prisoners are Colonel Boykin and Lieutenaut-Colonel McMichael, of the Twentieth South Carolina.

Maj. E. L. COSTIN,