WASHINGTON, ARK., December 28, 1864.

GENERAL: I have the honor to make the following report of my operations in the late expedition into Missouri:
I regret to state that the report is meager and incomplete in many of its details, for the reason that Major-General Marmaduke and Briga-dier-General Cabell, who bore so honorable and conspicuous a part in the greater part of the expedition, were captured before its close and are now prisoners in the hands of the enemy, while Major General Fagan, who commanded the Arkansas troops who composed so large a portion of the forces engaged in it, has as yet been unable to make any report; neither have any been received from his subordinate commanders.

In conformity with the letter of instructions of General E. Kirby Smith of the 11th of August, 1864, I made immediate arrangements for a movement into Missouri, as concluded upon in my interview and conference with him upon that subject, with the cavalry forces in the District of Arkansas which was then under my command, being promised, in addition, the brigade of Louisiana cavalry commanded by Colonel Harrison, estimated at 1,500 strong. At the same time information in full detail of the proposed movement, of the routes intended to be pursued, and probable time when it would be made was without delay sent by me to Brigadier-General Shelby, who then commanded in Northeastern Arkansas, with instructions to make an attack, when in his judgment he should deem it advisable, upon Devall's Bluff and the railroad between Little Rock and the White River in possession of the enemy, and by diverting their attention from my own movements enable me to cross the Lower Arkansas--the route then proposed--and unite our forces without danger of failure. These instructions were carried out in full by General Shelby and resulted in his attack upon the railroad, terminating in the most complete success, over 400 Federals being captured, 300 killed and wounded, six forts taken and destroyed, ten miles of railroad destroyed, as well as vast quantities of forage, &c., full particulars of which are contained in the accompanying report of General Shelby. This exploit was one of the most brilliant of the war and cast additional luster upon the well earned fame of that gallant general and the men and officers under his command.
 
It was part of the plan concluded upon that I should cross the Arkansas River about the 20th of August with the troops under my immediate command, but from delay in receiving the necessary ordnance stores I was unable to do so. Finally the required complement was received on the 27th, and on the 28th of August I was relieved from the command of the District of Arkansas, crossed the Ouachita River, and on the 29th arrived at Princeton, where the divisions of Fagan and Marmaduke were, and assumed command of all the cavalry in the District of Arkansas, according to the instructions of General E. Kirby Smith above referred to. In the meantime, owing to the delay in starting, I was of the opinion that the enemy had became informed of my intended line of march, and I concluded that I would cross the Arkansas River at the most feasible point north of Little Rock and south of Fort Smith, taking into consideration the probable means of obtaining forage and subsistence.
On the 30th I accordingly took up my line of march in the direction of Little Rock and arrived that afternoon at Tulip, a distance of nine miles. Colonel Harrison's brigade had not yet arrived, but as I could no longer delay I left instructions at Princeton directing him if he should arrive there within three days to follow on and form a junction with me, giving him information of the route I should travel; but in case he did not reach that place within that time that tie should then report to the commanding general of the District of Arkansas. Colonel Harrison did not take part in the expedition. On the morning at the 31st I resumed my line of march in the same direction as on the previous day, and continued on the same until I arrived within seven miles of Benton, when I diverged to the left, taking a northwest direction, sending Major-General Fagan across the Saline River to make a demonstration toward Little Rock and at the same time protect my right flank. On the 5th of September he rejoined me, bringing up the rear.

I reached Dardanelle on the 6th day of September. The country through which I had passed was hilly and in some parts mountainous, sparsely settled, but plenty of forage and subsistence had been obtained. The Arkansas River being fordable at this point, on the 7th I crossed it with the command and train and marched to Dover, a distance of fourteen miles. Major-General Marmaduke with his division and a portion of his train had already crossed it before my arrival, thus covering the crossing of the remaining portion of the army.

At Princeton verbal and written communications had been sent to Brigadier-General Shelby apprising him of the change of route and directing him to form a junction with me at Batesville, but up to this time had received no information from him of his movements or position. I resumed my line of march in the direction of the last-mentioned place, Major-General Fagan, with his command, marching along the Springfield road, and Major-General Marmaduke's headquarters and train on the Clinton road, marching by separate roads on account of the scarcity of forage and for the purpose of ridding that section of the country of deserters and Federal jayhawkers, as they are termed--i.e., robbers and murderers--with which that country is infested. These bands, however, dispersed and took refuge in the mountains at the approach of the army, although several of them were killed and a small number taken prisoners. On arriving at Little Red River on the 10th, still without information of the position or movements of General Shelby, I dispatched an officer of known skill and daring to communicate with him, directing that he should unite himself with the rest of the command at once.

On the 12th I arrived at a point on White River eighteen miles above Batesville, and having received information that Brigadier-General Shelby, with his command, was at Powhatan, about sixty-four miles northeast of Batesville and on the selected route to Missouri, I adopted the town of Pocahontas as the point of rendezvous, and directed Major-General Marmaduke, with his own command, his train, and that of headquarters, to march to that point direct, while I proceeded with my staff to Batesville, and from thence to Powhatan, while Major-General Fagan, with his division, who had arrived at Batesville, marched to Powhatan on the left.

I arrived on the 13th of September and found Brigadier-General Shelby there with a portion of his command. The next day I reached Pocahontas, a distance of 356 miles from Camden, and there the remaining portion of Shelby's command reported, including the brigades of Jackman, McCray, and Dobbin. In fine, the whole army was concentrated. The country over which I had passed was rugged and mountainous in the extreme, and had damaged the transportation to some extent; but it had already been or was on the point of being repaired, and on the other hand, by adopting the routes marched over sufficient forage and subsistence had been obtained. The towns and villages through which I had passed had been robbed, pillaged, burned, or otherwise destroyed by the enemy, and were nearly deserted by the former inhabitants; in fact, the whole country presented but a scene of devastation.

Upon arriving at Pocahontas I immediately proceeded to organize the army, which was completed on the 18th, as follows: Fagan's division, commanded by Maj. Gen. J. F. Fagan, was composed of Brig. Gen. W. L. Cabell's brigade, Colonel Slemons' brigade, Colonel McCray's brigade, Colonel Dobbin's brigade, Colonels Lyles' and Rogan's commands, and Captain Anderson's battalion. Marmaduke's division, commanded by Maj. Gen. J. S. Marmaduke, was composed of Brig. Gen. John B. Clark, jr.'s, brigade, Colonel Freeman's brigade, Colonel Kitchen's regiment, and Lieut. Col. R. C. Wood's battalion. Shelby's division, commanded by Brig. Gen. J. O. Shelby, consisted of Colonel Shanks' brigade, Colonel Jackman's brigade, and Colonel Coleman's command.

Having determined to invade Missouri in three columns, Major-General Fagan, with his division, was ordered to march to Fredericktown, Mo., by the way of Martinsburg, Reeves' Station, and Greenville. Major-General Marmaduke, with his division, was ordered to march to the vicinity of Fredericktown, to the right of the route to be followed by Fagan's division, as above designated, varying from it from ten to thirty miles, or as nearly within those limits as might be practicable on account of roads and forage. Brigadier-General Shelby, with his command, was to march to the vicinity of Fredericktown by a route to the left of General Fagan's, varying from it from ten to twenty miles as nearly as practicable on account of roads and forage. The headquarters to march with the center column. At Fredericktown the three divisions were ordered to form a junction. A map of the route to be followed was furnished each of the division commanders. The most stringent orders were issued against straggling and pillaging under the severest penalties, and the division commanders earnestly enjoined to use their utmost endeavors to have the order carried into effect in every particular and without delay.

On the 19th of September the army marched in the order above designated, and on that day I entered Missouri with nearly 12,000 men, of whom 8,000 were armed, and fourteen pieces of artillery, and on the 24th day of September reached Fredericktown, Mo., with the center column, Brigadier-General Shelby, with his division, was in advance, passing in his route through Doniphan and Patterson, while Major General Marmaduke, whose route was by Poplar Bluff, Castorville, and Dallas, had not yet come up. On the 19th, before Brigadier-General Shelby reached Doniphan, news of the arrival of the army having been received, a force of the enemy composed of a portion of the Twelfth Missouri (Federal) Cavalry,(*) then occupying the place, withdrew and retreated to Ponder's Mill, burning the houses of citizens as they passed along, where they were overtaken the next day by scouting parties sent in pursuit and were routed with a loss of a lieutenant and 3 men killed, 4 wounded, and 6 prisoners, besides several horses and small-arms captured. Our loss, 2 killed and 5 wounded.
On the 22d Brigadier-General Shelby attacked the town of Patterson, but the garrison having received information of the approach hastily evacuated the place with a loss of 28 killed and several wounded; also telegraph battery and operator captured.  No loss on our part. On the 25th I remained at Fredericktown awaiting the arrival of Marmaduke's division, which came up that evening within eight miles of the place. Major-General Marmaduke on his route had a few skirmishes with the Federal militia, killing and wounding 4 and capturing 11.

Colonel Jeffers, of Marmaduke's division, had, before the arrival of the army at Pocahontas, been sent with his regiment to Bloomfield, Mo., which the enemy evacuated at his approach, whereupon he attacked their rear, killing a number and capturing arms and six wagon loads of army stores, he rejoined his brigade (Clark's) on the 24th; detached again on the 25th, he attacked and by a gallant charge drove the enemy out of the town of old Jackson. (For particulars see Brigadier-General Clark's report.)

I received at Fredericktown satisfactory information that the strength of the enemy at Ironton was about 1,500 and that the Federal General A. J. Smith was encamped about ten miles from Saint Louis with his corps, composed of about 8,000 infantry, on the Saint Louis and Iron Mountain Railroad. I immediately issued orders to Brigadier-General Shelby to proceed at once with his division by the way of Farmington to a point on the Saint Louis and Iron Mountain Railroad, where there were three fine bridges in close proximity to each other, and to destroy the railroad there and the bridges; after effecting that object to fall back in the direction of Ironton and Pilot Knob, which would effectually prevent General A. J. Smith from re-enforcing the garrison at those places, while I would attack and take them with the divisions of Major-Generals Fagan and Marmaduke. General Shelby proceeded to the point indicated and performed the duty assigned him in the most complete and effective manner, destroying the splendid bridge at Irondale as well as the three bridges mentioned, tearing up miles upon miles of the track, burning the ties, rails, &c. (For full particulars reference is made to the accompanying report of Brigadier-General Shelby.)

On the morning of the 26th, being rejoined by Major-General Marmaduke's division, I proceeded at an early hour with Fagan's and Marmaduke's divisions in the direction of Ironton and Pilot Knob, at the same time sending forward a portion of Fagan's division to take and hold a difficult pass in that direction between two mountains within three or four miles of Ironton. This was effected rapidly and with success. That evening I sent forward the remainder of his division, leaving his train at Saint Francis Creek, six miles from Ironton, where forage could be obtained for the animals and where I encamped for the night with the rest of the command. That evening Major-General Fagan drove in the Federal pickets at Arcadia and took position before the town for the night. The next morning he drove the enemy from Arcadia, where they abandoned a very strong position, through Ironton, where he also took a strong fort in the most gallant and brilliant manner. The enemy took refuge behind their fortifications at Pilot Knob. Having received such information as appeared to be perfectly reliable concerning the character and strength of the fortifications as induced me to believe that the place could be taken without great loss, I accordingly directed Major-General Marmaduke to take possession of Shepherd's Mountain, which was west of the fortifications and completely commanded them. This was most satisfactorily accomplished and his artillery placed in position on the mountain. Major-General Fagan formed on the south and east. Skirmishing took place all the day and heavy firing of artillery from the enemy until about 2 p.m., when a charge was ordered and made in the most gallant manner, officers and men vying with each other in both divisions of unsurpassed bravery, charging up nearly to the muzzles of the enemy's cannon.
Where all acted as heroes it seems almost invidious to make any exception, but I must be allowed to call attention to the courage and gallantry of Brigadier-General Cabell in leading his men to the assault, having his horse killed under him within forty yards of the fort.

But the information I had received in regard to the strength of the fortifications proved totally incorrect. Our troops were repulsed, and it being too late to renew the assault they were withdrawn beyond the reach of the enemy's guns and preparations were made for a renewal of the assault on the next day. I had dispatched a courier on the morning of the 27th to Brigadier-General Shelby informing him of the proposed operations and directing him to rejoin the main army to assist in the attack, and on the evening of the 27th another courier was dispatched to him informing him of the capture of Arcadia and Ironton, and of the repulse at Pilot Knob, and of my design to renew the attack on the following morning; and hoping that the courier would meet him on the way, instructed him to join me, as also the route to pursue. Neither of these communications, as it appears, were received by Brigadier-General Shelby, who, having heard that there was a force of the enemy at Potosi, had left the railroad and marched to attack them at that place, which was captured by him with its garrison of 150 Federals, arms, ammunition, &c. The depot of the railroad at that place, with seven fine cars, was also destroyed. (For full particulars reference is made to the accompanying report of Brigadier-General Shelby.)

The enemy at Pilot Knob on the night following the first attack evacuated the fort, blowing up the magazine and leaving in my possession 16 pieces of artillery, a large number of small-arms, a large amount of army stores, consisting of bales of blankets, hundreds of barrels of flour, many tierces of bacon, a great quantity of coffee, &c. After destroying the artillery, which I could not take with me, and distributing such of the stores as were needed among the troops, I moved my command twelve miles on the road the retreating army had gone, sending Mar-maduke forward in pursuit in command of his own and Shelby's division, which had rejoined the command. Untiring pursuit was made night and day, but it was not until the evening of the following day (the 27th [29th]) that he was overtaken, owing to the natural difficulties presented by the country over which the enemy retreated. Major-General Marmaduke, who was in advance, fought him until an hour before sunset, when Shelby was thrown in front, and the fight was continued until darkness put an end to the combat. The enemy having thrown up fortifications during the night, it was deemed advisable not to renew the attack and the forces were withdrawn. (The particulars in full of the pursuit are contained in the accompanying reports of Brigadier-Generals Shelby and Clark.)

My loss in this report I cannot give, as I have no report from Fagan's division, but the loss in Marmaduke's division was 14 officers and 80 men killed and wounded, and the loss in Fagan's was doubtless greater.

While at Ironton, receiving information that the Federal force in Saint Louis far exceeded my own two to one, and knowing the city to be strongly fortified, I determined to move as fast as possible on Jefferson City, destroying the railroad as I went, with a hope to be able to capture that city with its troops and munitions of war. I arrived at Richwoods on the 30th, having passed through Potosi. Lieutenant Christian, whom I had previously sent to the Mississippi River before I left Camden for the purpose of obtaining gun caps, joined me at this place, bringing me 150,000. Lieutenant Christian is a most energetic and efficient officer and deserves especial notice.

Major-General Fagan sent 300 men to De Soto to destroy the depot at that place, which was effected, and the militia who had gathered there in some numbers at the same time scattered. At the same time General Cabell was sent with his brigade to cut the Pacific Railroad east of Franklin, which he did effectually, at the same time burning the depot in that town. On the 29th Colonel Burbridge and Lieutenant-Colonel Wood were detached from his command by Major-General Marmaduke and sent to Cuba to destroy the railroad depot at that place, which they succeeded in doing. The divisions of Marmaduke and Shelby tore up several miles of the southwest branch of the Pacific Railroad. (For full particulars see reports of Brigadier-Generals Shelby and Clark.) Lieutenant-Colonel Wood, of Marmaduke's division, destroyed the important bridge over the Moselle. These two divisions were sent forward in the direction of Union, which was attacked and captured by Brigadier-General Clark, killing 32 and wounding 70 of the Federal garrison.

On the 2d of October Clark's brigade, of Marmaduke's division, took possession of the town of Washington without opposition, and destroyed the Pacific Railroad about two miles from that place. On the 3d a train was captured at Miller's Station with a large amount of clothing and 400 Sharps rifles, and on the same evening the town of Hermann was taken possession of after a slight opposition (the enemy abandoning a 6-pounder iron gun) by Clark's brigade. (For full particulars see report of Brigadier-General Clark with the accompanying report of Colonel Greene.) On the 4th of October Major-General Marmaduke sent a force of 400 men with one gun, under the command of Lieutenant-Colonel Wood, for the purpose of destroying the Pacific Railroad bridge over the Gasconade River, which he effected. Linn was captured with about 100 prisoners and as many arms by a portion of Shelby's division.

On the 6th Brigadier-General Shelby sent a force under Colonel Shanks to destroy the bridge over the Osage on the Pacific Railroad, which was successfully accomplished. A passage was then forced by him across the Osage six miles below Castle Rock. The enemy disputed the passage warmly, but in vain. In this action the gallant Colonel Shanks received a severe, if not a mortal wound, and, left in the hands of friends to be cared for, he afterward fell into the possession of the enemy, and is reported to have since died, a loss to be greatly deplored. Ever foremost in battle and last in the retreat, his death would be regretted by all who mourn the loss of the good and the brave. At the same time that Colonel Shanks forced the passage of the Osage as stated, Colonel Gordon, of the same division, forced its passage at Castle Rock, and the division bivouacked that night seven miles from Jefferson City.

On the next morning Major-General Fagan was thrown in advance with his division, and on the march came upon the enemy about five miles from Jefferson City in large force. A hotly-contested battle ensued, but the enemy were gradually driven back to the Moreau Creek, where, being re-enforced, they again made an obstinate resistance, but were finally routed and forced to seek shelter in their intrenchments, Fagan occupying the heights in full view of the city. On this occasion Major-General Fagan handled his troops with marked skill and ability under my own immediate observation. Night approaching I determined to move my forces two miles south of the city to a point where water and forage were abundant, and I accordingly did so and encamped for the night. I had received positive information that the enemy were 12,000 strong in the city, and that 3,000 more had arrived on the opposite bank of the river by the North Missouri Railroad before I withdrew my troops to the encampment selected, whereupon I gave immediate instructions to Brigadier-General Shelby to send a sufficient force to burn the bridges and destroy the railroad on the west of Jefferson City in the direction of California, the county seat of Moniteau County, and after consultation with my general officers I determined not to attack the enemy's intrenchments, as they outnumbered me nearly two to one and were strongly fortified, but to move my command in the direction of Kansas, as instructed in my original orders, hoping to be able to capture a sufficient number of arms to arm my unarmed men at Boonville, Sedalia, Lexington, and Independence, places which I intended to occupy with my troops en route.

The next day I accordingly took up my line of march in the direction of Kansas, and upon leaving Jefferson City was followed by General McNeil, who made an attack upon my rear guard (Fagan's division), but was easily repulsed. Brigadier-General Shelby, who with his division constituted my advance, reached California on the 8th, having sent a portion of his command on before him to destroy the Pacific Railroad at that place, which he did, destroying track and bridges, &c. Pushing rapidly on to Boonville, he by a rapid charge drove in their pickets, and the garrison taking refuge in their defenses, Brigadier-General Shelby, disposing such of his forces as he had with him in a manner to prevent the arrival of any re-enforcements, waited until his artillery could come up. In the meantime propositions for the surrender of the town were made to him, which were accepted, and accordingly the place with its garrison, stores, &c., were delivered into his hands. (For particulars reference is made to his accompanying report.)

I followed on with the divisions of Major-Generals Fagan and Marmaduke, and encamped on the night of the 8th fourteen miles from Jefferson City, and on the 9th marched through and beyond California, making twenty-six miles. On the 10th I arrived at Boonville with the rest of the command. My reception was enthusiastic in the extreme. Old and young, men, women, and children, vied in their salutations and in ministering to the wants and comforts of my wearied and war-worn soldiers. About 300 prisoners were captured at Boonville, with arms, ammunition, and many stores, which were distributed among the soldiers. On the 11th, hearing of the approach of the Federal General McNeil with a cavalry force estimated at 2,500 men, for the purpose of attacking Boonville by the Tipton road, I selected my position about half a mile from the river and placed the divisions of Major-Generals Fagan and Marmaduke in line of battle to receive him. The enemy attacked them, but was easily driven back with considerable loss, and was afterward pursued by a portion of Fagan's division and Jackman's brigade a distance of twenty-one miles from Boonville with heavy loss, in spite of obstinate resistance and the ruggedness of the country over which the pursuit was made. (For full particulars, so far as the action of his own troops were concerned, see the report of Colonel Jackman, accompanying.)

Captain Anderson, who reported to me that day with a company of about 100 men, was immediately sent to destroy the North Missouri Railroad. At the same time Quantrill was sent with the men under his command to destroy the Hannibal and Saint Joseph Railroad, to prevent the enemy, if possible, from throwing their forces in my front from Saint Louis. These officers I was informed afterward did effect some damage to the roads, but none of any material advantage, and totally failed in the main object proposed, which was to destroy the large railroad bridge that was in the end of Saint Charles County.
I moved that evening from Boonville to Chouteau Springs on my proposed route, a distance of eleven miles, having recruited at Boonville between 1,200 and 1,500 men, mostly unarmed. That night receiving information that there was a large number of arms (amounting to 5,000) stored in the City Hall at Glasgow, I sent Brigadier-General Clark, of Marmaduke's division, with his own brigade and 500 of Jackman's brigade, with orders to cross the river at Arrow Rock and attack the place the next morning at daylight and capture it, at the same time sending Brigadier-General Shelby with a small portion of his division and a section of his artillery to attack the town from the west side of the river at the same hour, to divert the attention of the enemy and protect their advance under the cover of the fire of his artillery. Owing to unforeseen difficulties in crossing the river Brigadier-General Clark was unable to commence the attack for one hour after Brigadier-General Shelby had engaged them. The place was surrendered, but not until after the City Hall was destroyed and the arms consumed by fire. By the capture of this place, however, we obtained between 800 or 900 prisoners, about 1,200 small-arms, about the same number of overcoats, 150 horses, 1 steam-boat, and large amounts of underclothing. This enterprise was a great success, effected with but comparatively small loss on our side, and reflects great honor on all the parties concerned in it. The captured prisoners were paroled, such of the ordnance and other stores captured as could not be carried were distributed, and the remaining portion, together with the steam-boat, burned. (For full particulars reference is made to the accompanying reports of Brigadier-Generals Shelby and Clark.) In the awards of praise contained in [them] the general commanding cordially concurs.
On the night of the 13th I encamped at Mr. Marshall's, marching fourteen miles, and on the next day marched to Jonesborough--a distance of eight miles--where I was joined by Major-General Fagan, who had been left behind at the La Mine. I there ordered Brig. Gen. M. Jeff. Thompson, then commanding Shelby's old brigade, to take with him a force of not less than 800 or 1,000 men and one section of artillery by Longwood, and from thence to Sedalia, to attack the Federal force at that place if he should deem it advisable and prudent. This order was promptly and completely carried out by Brigadier-General Thompson. The place, though strongly fortified and well garrisoned, was carried by a bold and daring assault and fell into our hands with over 200 prisoners, who were paroled, several hundred stand of arms, many pistols, and several wagon loads of goods suitable to soldiers. (For particulars reference is made to the accompanying reports of Generals Shelby and Thompson.) The latter withdrew on the approach of the enemy.

On the 15th I reached Keiser's, having passed through Marshall, marching seventeen miles, where I remained two days awaiting the arrival of Brigadier-General Clark, for whose safety I began to entertain fears, inasmuch as information had been received that the enemy were on my left flank and in my rear in large force. Previous to the attack on Sedalia the large and magnificent bridge on the La Mine River on the Pacific Railroad had been destroyed by Lieut. James Wood, of Elliott's battalion, who had been sent there by Brigadier-General Shelby for that purpose. On the 17th I received information that the enemy (Kansas troops)had entered Lexington on the 16th. On the 17th I received news of the capture of Sedalia by Brigadier-General Thompson. On the 18th, having been joined by Brigadier-General Shelby's division and Clark's brigade, of Marmaduke's division, I marched to Waverly, a distance of twenty-two miles.

On leaving Pocahontas I had sent an agent into Saint Louis of great intelligence and tact to ascertain the strength of the enemy at that city, with directions to report to me if possible at Potosi. He was, however, so closely watched that he could not join me until after I had passed that city. Upon overtaking me he informed me that I would be pursued by 24,000 men from Saint Louis, 15,000 from Jefferson City, which, with the forces in my front from Kansas, he believed to be the entire force with which I would have to contend. I then abandoned my former determination to issue an address to the people calling upon them to rally to me, as they were already pouring in on me so rapidly that I knew I would not be able to protect and feed them, and as it would require that my army should be kept together to protect them on a rapid and dangerous retreat from the State.

At daybreak on the morning of the 19th I moved from Waverly in the direction of Lexington, Brigadier-General Shelby's division in the advance, and having received information that Generals Blunt, Lane, and Jennison, with between 3,000 and 4,000 Federals (Colorado, Kansas, and Missouri Federal troops), were at Lexington, and fearing that they might make a junction with McNeil and A. J. Smith, who were at Sedalia and Salt Fork, I made a flank movement to the left after crossing the Tabo, so as to intercept their line of march. The advance, under Shelby, met them about 2 p.m., and a battle immediately ensued. For a time the Federals fought well and resisted strenuously, but finally giving way, they were pressed by our troops, driven well past Lexington, and pursued on the road to Independence until night put an end to the combat. That night the enemy evacuated Lexington in great haste and confusion. Shelby's old brigade, under General M. Jeff. Thompson, bivouacked that night in the suburbs of the town. I encamped at General Shields' farm, three miles south of Lexington, marching that day twenty-six miles. On the morning of the 20th I moved west in the same direction as before to Fire Creek Prairie, a distance of twenty-two miles, where I encamped. Information reached me that the enemy had fallen back to the Little Blue. On the 21st I resumed my line of march to the Little Blue on the Independence road, Major-General Marmaduke's division in the front, whose advance <ar83_634> soon came upon the enemy's pickets, who, being driven across the Blue, destroyed the bridge as they crossed. A ford half mile below the bridge was seized by our troops and Marmaduke's division crossed it. His advance (Colonel Lawther's regiment) soon came upon the enemy, who were strongly posted behind a stone fence in superior numbers. Lawther's regiment was driven back and was hotly pursued by the foe, when they were re-enforced by Colonel Greene with about 150 men. A fierce engagement ensued with varying success, Colonel Greene stubbornly contesting every inch of ground, when Wood's battalion arrived, and the enemy gave way, but being re-enforced again renewed the attack, when, as the ammunition of our troops engaged (who still manfully resisted with success the far-superior numbers of the enemy) was about to become exhausted, Colonel Kitchen's regiment arrived to their relief. The enemy again fell back to their former strong position.

Hearing of the critical condition of Major-General Marmaduke's division, I had sent orders to Brigadier-General Shelby to march rapidly to his relief, who accordingly hastened to the scene of action with his division, and arrived there at the time when the enemy had taken refuge in their first position. An immediate attack was made upon them and a furious battle ensued, but the enemy were finally forced from their position and they retreated. Brigadier-General Shelby now taking the lead drove them in a stubborn running fight on foot (his men having been dismounted) for seven miles and beyond Independence. (For full particulars of this fight reference is made to the reports of Brigadier-Generals Shelby and Clark, and to that of Colonel Greene, accompanying the latter.)

In this action Major-General Marmaduke acted with distinguished gallantry, having not less than two horses shot under him. Brigadier-General Clark, of his division, also exhibited great bravery and skill, while Colonel Greene, by the manner in which he handled his regiment against vastly superior forces flushed with previous success, beating them back with his handful of men and stubbornly contesting every inch of ground until assistance came to his relief, as well as the personal courage exhibited by him, justly excited the admiration of his superior officers. Fagan's division under my orders supported Shelby, but were not immediately engaged.

I encamped that night in Independence, having marched twenty.six miles, the troops being engaged with the enemy most of the time and driving them before them. On the evening of the 21st Captain Williams, of Brigadier-General Shelby's division, who had been sent on recruiting service by him, rejoined his command with about 600 men, capturing on his route the town of Carrollton with 300 prisoners, and armed his entire command. On the morning of the 22d I left Independence. The enemy had fallen back to Big Blue, on the Kansas City road, to a position strong by nature and strengthened by fortifications, upon which all their art had been exhausted, and where they had been joined by General Curtis and his forces, thus increasing Blunt's army to between 6,000 and 8,000 men. Receiving this information I determined to advance on the Santa Fé road, which had been obstructed by felling trees, and did so, Brigadier-General Shelby's division in front, who advanced, detaching Jackman and sending him on the Kansan City road to engage the enemy, then skirmishing with the pickets. Brigadier-General Shelby crossed the Big Blue with the remainder of his division, meeting some opposition from the enemy, which was soon overcome. After crossing the Big Blue he engaged the enemy to cover the crossing and the passage of the train Brigadier-General Thompson with his brigade, except Gordon's regiment, pressed the enemy to near the town of Westport, where he was ordered to fall back to the Blue. Colonel Gordon, with his regiment, who had been retained to guard the left, soon became engaged and was sorely pressed by overpowering numbers, when he was rejoined by Jackman, and, gallantly charging, they repulsed the enemy, capturing a 24-pounder howitzer, and pursued them some distance, inflicting upon the enemy heavy loss. A large force of the enemy came out from Westport and a severe fight ensued, the enemy obstinately endeavoring to regain the gun which they had lost, but they were sternly resisted, and finally the arrival of Brigadier-General Thompson and night put an end to the conflict. (For full particulars reference is made to the accompanying report of Brigadier-General Shelby.)
Two flags were also captured, which were presented me on the battle-field by Captains McCoy and Wood, of Gordon's regiment, who had taken them from the enemy with their own hands.

In the meantime other forces had engaged me in the rear. Having received information that other bodies of the enemy were pursuing me, I had directed pickets to be placed at the Little Blue to give notice of their approach. This had been done by Major-General Fagan, and being advised on the morning of the 22d that the enemy had attacked and driven in his pickets, he dispatched Brigadier-General Cabell to drive back the enemy, which he succeeded in doing, but on his return on coming out of Independence the enemy struck Cabell a blow in the flank, cutting off 300 or 400 men and capturing 2 pieces of artillery. Major-General Marmaduke's division, which formed the rear of the army, became engaged with the same enemy about half an hour before sundown. The division was then about two miles from Independence. The advance of the enemy was checked by our troops, who then fell back about half a mile and took a new position, which the enemy attacked with increased fierceness, driving our troops steadily back until a late hour of the night and in almost impenetrable darkness. (For particulars reference is made to the accompanying report of Brigadier-General Clark.) I encamped that night on the battle-field near Westport in line of battle, having marched twelve miles, the troops almost constantly engaging the enemy the whole distance.
On the morning of the 23d I took up my line of march, and in a short time discovered the enemy in position on the prairie. The train had been sent forward on the Fort Scott road. I had instructed Major-General Marmaduke to resist the advance of the enemy, who was in his rear, if possible, as he was on the same road as the train. Brigadier-General Shelby immediately attacked the enemy, assisted by Major-General Fagan with two brigades of Arkansas troops, and though they resisted most stubbornly and contested every point of the approach, drove them six or seven miles into Westport. In the meantime Major-General Marmaduke, who was to my right and rear, being attacked with great fierceness by an overwhelming force of the enemy, after a most strenuous resistance, his ammunition being exhausted, had to fall back before the foe. (For full particulars reference is made to the accompanying report of Brigadier-General Clark.)

Being at that time near Westport, and in full view of Generals Fagan and Shelby and their commands, I received information that my train, which was in front and on the right of the Fort Scott road, was threatened by the enemy, some 2,000 or 2,500 strong, who were moving on a line parallel to the Fort Scott road. I immediately sent the information to Major-General Fagan and Brigadier-General Shelby, and directed them to fall back to the train as soon as they could do so with safety, which I would attempt to defend until they arrived. I immediately pushed forward to the front of the train with my escort and there formed in line of battle the unarmed men, which were present to the number of several thousand, throwing my escort and the whole number of armed men of Tyler's brigade, formed as skirmishers (the whole not exceeding more than 200), to the front of the enemy, and directing Brigadier-General Cabell, who arrived soon after, to hold the crossing of the creek on my left, sending forward at the same time for a portion of Colonel McCray's brigade, which was in advance of the train, and on his approach forming him in line of battle on the left flank of the enemy, which caused the enemy to fall back a considerable distance on the prairie. In the meantime the rear and flank of the commands of Major-General Fagan and Brigadier-General Shelby by the falling back of Major-General Marmaduke were uncovered, and the former in attempting to rejoin me was attacked by a large force of the enemy, but with the aid of Colonel Jackman and his brigade, who came to his assistance, and who acted so heroically and skillfully as to receive the thanks of Major-General Fagan on the field, the enemy were repulsed, while Brigadier-General Shelby in attempting to obey my instructions was attacked in the flank and his command thrown into some confusion, but rallied, repulsed the enemy, and rejoined me that evening, as did also Major-General Fagan. (Full details of this are contained in the accompanying reports of Brigadier-General Shelby and Colonel Jackman.) I encamped that night on the Middle Fork of Grand River, having marched twenty-four miles and the troops having been engaged with the enemy nearly all day. The number of the enemy's troops engaged that day exceeded 20,000 well-armed men, while I did not have 8,000 armed men.

On the morning of the 24th I moved with the command on the Fort Scott road to the Marais des Cygnes, where I encamped, having marched thirty-three miles, no enemy appearing. During the night I received information from Major-General Marmaduke, who was placed in charge of the approaches in front, that the enemy were threatening his pickets, and upon consultation with Major-General Marmaduke we were both of opinion that the enemy were marching upon our right by Mound City on a road parallel to the one on which we were. We were strengthened in that belief by a dispatch which had been captured from the commanding Federal officer at that place to his scouts, stationed near our then encampment, stating that he would be largely re-enforced that night, and that he wanted a sharp lookout [kept] for my army, and to give him the earliest information of the route on which I would travel and the direction. I also received at a late hour at night information from some new recruits who joined me, and who had traveled fifteen miles on the route I had traveled, that there was no enemy in my rear. On the morning of the 25th I resumed my march in the same direction as before, and I considered from the information I had received the night before that if I should encounter the enemy it would be in my front or on my right flank. Brigadier-General Shelby's division composed the advance, Major-Generals Fagan and Marmaduke's divisions composed the rear guard, Colonel Tyler's brigade to the right of the center of the train 400 yards, Brigadier-General Shelby's old brigade to the right of the front 400 yards, and Colonel Jackman's brigade to the immediate front.

On reaching Little Osage River I sent forward a direction to Briga-dier-General Shelby to fall back to my position in rear of Jackman's brigade for the purpose of attacking and capturing Fort Scott, where I learned there were 1,000 negroes under arms. At the moment of his reaching me I received a dispatch from Major-General Marmaduke, in the rear, informing me that the enemy, 3,000 strong, were in sight of his rear, with lines still extending, and on the note Major-General Fagan had indorsed that he would sustain Major-General Marmaduke. I immediately ordered Brigadier-General Shelby to take his old brigade, which was on my immediate right, and return to the rear as rapidly as possible to support Major-Generals Fagan and Marmaduke. I immediately mounted my horse and rode back at a gallop, and after passing the rear of the train I met the divisions of Major-Generals Fagan and Marmaduke retreating in utter and indescribable confusion, many of them having thrown away their arms. They were deaf to all entreaties or commands, and in vain were all efforts to rally them. From them I received the information that Major-General Marmaduke, Brigadier-General Cabell, and Colonel Slemons, commanding brigade, had been captured, with 300 or 400 of their men and all their artillery (5 pieces).

Major-General Fagan and several of his officers, who had there joined me, assisted me in trying to rally the armed men, without success. I then ordered Brigadier-General Shelby to hold the enemy, who were pressing their success hotly and fiercely, in check if possible at the crossing of the Osage until the train could be placed in safety, which he succeeded in doing for several hours. I again formed the unarmed men, numbering several thousand, in line of battle on the prairie beyond the river. Major-General Fagan in the meantime had succeeded in rallying a portion of his forces, and assisted Brigadier-General Shelby in again holding the enemy in check upon the prairie and in front of the immense lines of unarmed men until night-fall, when I withdrew. The train having reached the Marmiton, a distance of ten miles, I there overtook it, having marched a distance of twenty-eight miles.

On the next morning, after destroying many wagons with broken-down teams that could not be replaced, I took up my line of march at 2 o'clock, there being but little forage in the neighborhood of my encampment. We marched over beautiful prairie roads, a distance of fifty-six miles, and encamped at Carthage, on Spring River, the nearest point that forage could be procured, as I was informed by Major-General Fagan and Brigadier General Shelby, who earnestly desired me to reach Spring River, as no forage could be procured short of it. The Federal prisoners I had with me became so much exhausted by fatigue that out of humanity I paroled them. (For full particulars of this action seethe several reports of Brigadier-Generals Shelby and Clark and other accompanying reports.) On the next morning at 9 o'clock, after giving the men and animals time to rest and feed, I resumed my line of march and encamped on Shoal Creek, a distance of twenty-two miles. During the march a number of desertions took place among the Arkansas troops and new recruits. No enemy having appeared the morale of the troops had considerably improved.

On the morning of the 28th I resumed my line of march in the direction of Newtonia, Brigadier-General Shelby in advance, Major-Generals Fagan's and Marmaduke's divisions (the latter now commanded by Brigadier-General Clark) in the rear. On approaching Newtonia the advance of our forces was discovered by the Federal garrison, who commenced a retreat. On seeing this Shelby's advance endeavored to intercept them. The distance they had gained, however, was too great for this to be effected. They succeeded in killing the Federal Captain Christian, a notorious bushwhacker, as it is termed--that is, robber and murderer--noted for his deeds of violence and blood. After pass-lug over the prairie about four tories beyond Newtonia, Brigadier-General Shelby halted his command at the edge of the prairie in a skirt of timber and there encamped for the night. The other divisions of the army passed on beyond him and encamped in the proper positions they were to assume in the line of march the following day. Ere long our scouts brought the information the enemy were crossing the prairie in pursuit of us. Preparations were immediately made to receive him, and about 3 o'clock General Blunt, with 3,000 Federal cavalry, moved rapidly across the prairie in pursuit of us and made a furious onslaught upon our lines. He was engaged by Shelby, supported by a portion of Fagan's command. A short but obstinate combat ensued, when Blunt was repulsed and driven across the prairie three miles with heavy loss. This was the last we saw of the enemy. The army marched that day twenty-six miles and encamped. (For full particulars see General Shelby's report.) On the 29th we marched twenty-six miles and encamped on Sugar Creek five miles south of Pineville, passing through the town. No information was received in regard to the enemy. On the 30th and 31st we reached Maysville, near the Arkansas line; marched forty-three miles, and on the 1st of November I reached Boonsborough, or Cane Hill, as it is called, marching seventeen miles. There information Was received by Major-General Fagan from Colonel Brooks that he had the town of Fayetteville, Ark., closely invested, and the Federal garrison forced to seek shelter within their inner fortifications, and asking for a sufficient number of men to enable him to capture the place and garrison. As this was a place of considerable importance to the Federals and its capture would be of great advantage to the cause, upon Major-General Fagan's earnest solicitation I ordered a detail of 500 men and two guns to be made for that purpose, which were furnished by General Shelby under Colonel Elliott, the two guns being furnished by Collins' battery. The expedition started to Fayetteville, formed a junction with Colonel Brooks, but before the place could be taken the approach of General Blunt with a large force of Federal cavalry caused the siege to be raised, and Colonel Elliott rejoined his command. Our march from Illinois River to Cane Hill was over a bad road, very rough and hilly, and rendered much worse than usual by the constant rains, consequently much of the stock became worn out and was abandoned on the route.
On the 3d I remained in camp. The weather was very bad, both snowing and raining during the day. I there received information that the Federal army at Little Rock had been greatly re-enforced by a portion of General Canby's command, and as it was necessary that I should here adopt the line of march I should pursue on my return to Arkansas, at district headquarters or elsewhere, as I should be directed, I determined not to risk the crossing of the Arkansas between Fort Smith and Little Rock, on which route I could not procure subsistence, forage, or grass in anything like sufficient quantity, but I decided to cross through the Indian country, where beef at least could be obtained, which would at least subsist my men for the few days it would require them to march until they would meet supplies, even if no salt or breadstuffs could be procured, while some grass could be obtained for the animals. In addition, the route across the Arkansas River below Fort Smith would be over a rough, hilly, and in many parts mountainous country that the stock in its then condition would be unable to travel over, while the route through the Indian country would be over a level and beautiful prairie country traversed by good roads. Again, by the route below Fort Smith I would expose my whole army to be destroyed by a joint attack from Federal forces detached from the heavy garrison there and acting conjointly with large forces from Little Rock, which could easily be spared for the purpose, and which would in every probability take place, as information of my adopting that line of route would certainly reach them, and the slowness with which I would necessarily have to travel would give them ample time to make all necessary preparations. I was, furthermore, induced to come to this conclusion from the fact that it coincided with my instructions, in the propriety and reasonableness of which my own judgment fully concurred. Colonels Freeman, Dobbin, and McCray were ordered to return such of their men as still remained with their colors to the place where they had raised their commands in order to collect the absentees together and bring them within our lines during the month of December, if possible, and on the 4th day of November I took up my line of march with the balance of my command through the Indian Territory in the direction of Boggy Depot. On the 13th I arrived at Perryville, in the Indian Nation, a distance of 119 [miles], where I met with three wagons with supplies, and encamped, remaining over one day to rest and recruit my men. I had marched carefully and slowly, stopping to graze my stock whenever an opportunity offered. On the 14th General Shelby, at his own request, was left behind on the Canadian to recruit. On the 10th Cabell's brigade was furloughed, as also the brigade formerly commanded by Colonel Slemons, who was captured. On the 21st of November I arrived at Clarksville, where I received an order from Major-General Magruder to march to Laynesport and there establish my headquarters. I arrived there on the 2d of December, 1864, having marched 1,434 miles.

The march through the Indian country was necessarily a severe one, especially upon the stock, many of which died or became worn out and were consequently abandoned. The men in some instances hungered for food, but never approached starvation, nor did they suffer to anything like the extent that other of our soldiers have cheerfully endured without complaint for a much longer time during this war. At all events, I arrived in the country where forage and subsistence could be obtained in abundance, bringing with me in safety all the sick and wounded and all my command with which I entered the Indian country, without a single exception, except those who voluntarily straggled off and deserted their colors.

To enumerate specially the names of the officers who distinguished themselves for their skill and courage would swell this report beyond all reasonable limits; therefore, as to all but general officers and those who acted in that capacity, I would simply refer to the accompanying reports, heartily concurring in the meed of praise awarded to such officers as are therein enumerated by their immediate commanding officers. Maj. Gen. J. F. Fagan, commanding the division of Arkansas troops, bore himself throughout the whole expedition with unabated gallantry and ardor, and commanded his division with great ability. Maj. Gen. J. S. Marmaduke, commanding division, proved himself worthy of his past reputation as a valiant and skillful officer, and rendered with his division great service. His capture was a great loss to the army. Brig. Gen. J. O. Shelby, commanding division, added new luster to his past fame as a brilliant and heroic officer, and without disparagement to the officers I must be permitted to say that I consider him the best cavalry officer I ever saw. The services rendered by him and his division in this expedition are beyond all praise. Brigadier-General Cabell bore himself as a bold, undaunted, skillful officer. Impetuous, yet wary, he commanded his brigade in such a manner as to win praise from all. I regret that for the want of reports from their several commanding officers I am not able to do justice to this as well as other brigades of Arkansas troops. Brigadier-General Cabell's capture was a great misfortune, and his place will be difficult to fill. Brigadier-General Clark, true to his past fame, bore himself with undaunted courage and bravery, as well as skill and prudence. His brigade was most skillfully handled. Colonels Slemons, Dobbin, and McCray (the former of whom was captured) acted throughout as brave, daring, yet prudent, officers, and are each entitled to great praise. Colonel Freeman proved himself to be a brave and energetic officer, but as his men were mostly unarmed they were not able to render the same brilliant services as other brigades that were armed. Colonel Tyler, who was placed in command of a brigade of new recruits, for the most part unarmed, deserves great praise for the success with which he kept them together and brought them within our lines, and deserves especial mention for the cool gallantry he displayed in charging the enemy with them at an important juncture, thereby greatly aiding in saving the train of the army from destruction.

My thanks are due to my staff officers for their untiring energy and unremitting attention to their duties during the entire campaign. Their zeal and devotion cannot be too highly commended by me.

In conclusion, permit me to add that in my opinion the results flowing from my operations in Missouri are of the most gratifying character. I marched 1,434 miles; fought forty three battles and skirmishes; captured and paroled over 3,000 Federal officers and men; captured 18 pieces of artillery, 3,000 stand of small-arms, 16 stand of colors that were brought out by me (besides many others that were captured and afterward destroyed by our troops who took them), at least 3,000 overcoats, large quantities of blankets, shoes, and ready-made clothing for soldiers, a great many wagons and teams, large numbers of horses, great quantities of subsistence and ordnance stores. I destroyed miles upon miles of railroad, burning the depots and bridges; and taking this into calculation, I do not think I go beyond the truth when I state that I destroyed in the late expedition to Missouri property to the amount of $10,000,000 in value. On the other hand, I lost 10 pieces of artillery, 2 stand of colors, 1,000 small-arms, while I do not think I lost 1,000 prisoners, including the wounded left in their hands and others than recruits on their way to join me, some of whom may have been captured by the enemy.

I brought with me at least 5,000 new recruits, and they are still arriving in large numbers daily within our lines, who bring the cheering intelligence that there are more on their way to the army. After I passed the German settlements in Missouri my march was an ovation. The people thronged around us and welcomed us with open hearts and hands. Recruits flocked to our flag in such numbers as to threaten to become a burden instead of a benefit, as they were mostly unarmed. In some counties the question was not who should go to the army, but who should stay at home. I am satisfied that could I have remained in Missouri this winter the army would have been increased 50,000 men.

My thanks are due to Lieutenant-Colonel Bull, my provost-marshal, for the able, energetic, and efficient discharge of his duties.
 
STERLING PRICE,
Major-general, Commanding.
Brig. Gen. W. R. BOGGS,
Chief of Staff, Shreveport, La.