CAMP NEAR FALMOUTH, VA.,

May 8, 1863.

SIR: My command left camp on the 27th ultimo, and at dark bivouacked at Hartwood Church.

On the 28th, at 11 p.m., encamped at Crittenden's Mills, en route to Kelly's Ford, on the Rappahannock. Crossed that river the next morning, and the Rapidan at Ely's Ford after dark.

At 6 a.m. on the 30th, in advance, marched in the direction of the United States Ford, on the Rappahannock, with orders to attack the enemy if found there. Our move across the river being evidently a surprise, the enemy abandoned that ford. After establishing communications with Couch's corps on the north of the river, I pursued my march to Chancellorsville unmolested, save by a small rear guard which high on the skirts of the retreating foe.

On May 1, I was directed to move on the old turnpike road leading from Chancellorsville to Fredericksburg, and, on arriving at a certain point, to turn to the left, cross Mott's Run, and effect a junction with Griffin's division, which was to move on the River road. A mile and a half from Chancellorsville, I found some cavalry engaged with the enemy's skirmishers. The former were giving ground, and, by their behavior, giving confidence to the enemy. My three brigades were at once deployed, the second, under Colonel Burbank, Second Infantry, in front, and all covered by skirmishers of the Seventeenth Infantry, under Major G. L. Andrews. By sharp fighting, we soon recovered the lost ground, drove in the enemy's pickets, and took possession of a crest just in front of a heavy forest, and in range of some rifle-pits or breastworks on our left. Weed's battery (Company I, Fifth Artillery), superintended by that officer, and immediately commanded by Lieutenant Watson, of the same regiment, crowned the crest, and opened an effective cannonade, and was supported by a part of my third brigade, under Colonel O'Rorke, One hundred and fortieth New York Volunteers. The enemy held the road in front with infantry and two guns, threw a considerable force in the breastworks, and for a couple of hours maneuvered to turn both my flanks. His forces were so superior to my own that he partially outflanked me both right and left. I threw the First Brigade (Regulars), under General Ayres, rapidly to the left, and six companies of the One hundred and forty-sixth New York Volunteers, Lieutenant-Colonel Jenkins, to the right; Colonel Burbank held the front. The battery checked any advance by the main road, and the dispositions to secure my flanks kept the enemy quiet; but as both of these flanks rested on a dense growth of forest, and as I was completely isolated from the rest of the army, I felt that my rear could be gained by a determined movement of the enemy under cover of the forest. Griffin was far to my left, Slocum far to my right, the enemy in front and between me and both those officers. In this situation, without support, my position was critical; still, I determined to hold it as long as possible. At this period, General Warren, chief engineer Army of the Potomac, who had accompanied me, rode to the major-general commanding the army, to explain the state of affairs, and, on his return, I was directed to retire in the direction of Chancellorsville.

My brigades, covered by skirmishers, moved in succession, in line of

battle, to the height on which McGee's house rests. At that height I found General Couch, with Hancock's division, coming to my aid. My troops were massed in his rear. Soon after, both commands were directed to withdraw, mine to its previous bivouac, near Chancellorsville.

Toward sundown, the enemy advanced to the left of my camp in strong force, but the brigade of Colonel O'Rorke, Fifth, One hundred and fortieth, and One hundred and forty-sixth New York Volunteers, and the Seventeenth Infantry, Second Brigade, handsomely repulsed him, and he gave us no further trouble.

At 1 a.m. on the 2nd, I changed camp to the Mineral Spring road, behind Chancellorsville. Occupied it until dusk, when the Eleventh Corps on our right breaking in confusion, I took position at double-quick on our right breaking in confusion, I took position at double-quick to cover the approach from Ely's Ford to Chancellorsville, my right resting on the road to the United States Ford, and connecting with the First Corps, under General Reynolds.

This position was strengthened by abatis and breastworks, and held until finally evacuated on the morning of the 6th instant.

I recrossed the Rappahannock on that day, and reached my old camp on Potomac Creek.

In these ten days' operations, my troops were patient, enduring, and gallant. Long, harassing, and wearisome marches were performed with alacrity and cheerfulness. When the hour of battle came, they were successful and confident. Probable in no campaign of the war were the energies of troops more tazed than in this. They were strangers to rest and sleep, full of zeal, and had they been attacked while in position or been permitted to advance on the enemy's left on the 4th or 5th instant, the result of the movement must have been more favorable.

My thanks are especially due to General Warren, who was with me on May 1. His suggestions were always thoughtful, and characterized by the good sense and ability for which he is conspicuous.

General Ayres, commanding First Brigade; Colonel S. Burbank, commanding Second Brigade, and Colonel O'Rorke, One hundred and fortieth New York Volunteers, commanding Third Brigade, were, throughout all the operations of the command, prompt, active, and untiring in carrying out the various duties devolving upon them. I beg to unite in the recommendations made by them of their subordinate commanders and others.

My personal staff rendered me every assistance, and deserve not only my unqualified thanks, but promotion at the hands of the Government. They are: Captain George Ryan, Seventh Infantry, acting assistant adjutant-general; First Lieutenant James A. Snuder, Third Infantry, aide-de-camp, chief quartermaster, and commissary of subsistence; First Lieutenant George T. Ingham, Eleventh Infantry, aide-de-camp; Captain H. L. Chipman, Eleventh Infantry, assistant inspector-general; Captain G. B. Overton, Fourteenth Infantry, commissary of musters (severely wounded); First Lieutenant W. W. Swan, Seventeenth Infantry, acting aide-de-camp, and First Lieutenant George H. Butler, Tenth Infantry, division ordnance officer.

The medical department, under Asst. Surg. C. Wagner, U. S. Army, was untiring in its efforts to relieve and care for the wounded, all of whom were brought safely to the division hospital, near Brooke's Station.

Lieutenant George L. Choisy, ambulance officer, was energetic in the movement and management of his train.

On the 5th instant, Captain J. W. Ames, Eleventh Infantry, with a

small party, marked and opened a road to my rear, by which my troops passed easily to the ford. The captain deserves great credit for the success attending his efforts.

The casualties in my command amount to:

Officers and men. Killed. Wounded. Missing. Total.

Officers 3 6 3 12

Enlisted men 25 161 88 274

Total 28 167 91 286

Among the officers who gave their lives to their country was Captain W. J. Temple, Seventeenth U. S. Infantry, an officer of rare promise and ability. His loss is deeply deplored throughout the command.

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

GEO. SYKES,

Major-General, Commanding.

Lieutenant Colonel FRED. T. LOCKE,

Assistant Adjutant-General, Fifth Army Corps.

CAMP, Benson's Mills, VA., June 7, 1863.

COLONEL: In my report of the recent operations before Chancellorsville, I omitted to include among the staff officers therein mentioned the had sent the captain with me in order to communicate with corps headquarters. Captain Williams remained near me throughout the march and engagement of my division on May 1, ultimo, and was particularly zealous, active, and useful. I do not know what I should have done without him as aide-de-camp. I wish to bring his services to the notice of the corps commander, and to class the captain with those officers recommended in my report to the favorable consideration of the Government.

I am, sir, respectfully, your obedient servant,

GEO. SYKES,

Major-General, Commanding Division.

Colonel FRED. T. LOCKE,

Assistant Adjutant-General.