force, and began to envelop us gradually on both flanks. We moved off quietly just in time, and followed the main body. Their advance caught us at the Opequon Creek, 8 miles from Winchester, but with the help of a portion of the Sixth Maryland Regiment and the First New York cavalry, we repulsed them so that we saw no more of them. We reached Winchester at 11 p. m. ; we were placed in the star fort a small octangular earthwork about 200 feet in diameter, and flattened toward the east and west, standing northward of the main fort. Early the next morning one section was ordered to the northern extremity of the elevated ground upon which the fort was built. About 12, . a second section was ordered to report to General Alliott, commanding First Brigade, for duty. At 6 p. m. the rebel batteries suddenly opened, and a strong attack was made on the hills southwest of Winchester, where Battery L, Fifth U. S. Artillery, was captured, and battery D, First West Virginia Artillery, withdrew to the main fort, and the two sections of my battery to the star fort. A heavy fire from three batteries, which we saw taking position on the second range of hills west and northwest of Winchester, opened upon the two forts. After a short time they directed their fire entirely upon us. Fortunately, knowing the range, from 1, 500 to 1, 700 yards, we were enabled to fire with accuracy, and drove them for their position three times, dismounting at least two guns and blowing up at one time a limber and then a caisson. Not one shot was fired without using the pendulum hausse, and the exact elevation given, the officers and myself frequently sighting the guns. As it became dark, their fire ceased, and we fired the last two shots. Two sections having been engaged nearly all that day and one the day before at Berryville and one the route, and a constant fire being necessary to prevent them from taking a position and holding it, so as to get exact range by trying five or six shots, our ammunition (1, 00 rounds the day before, 200 rounds per gun) was reduced to 28 rounds per gun-168 rounds. At 9, 30 p. m. I received notice from Colonel McReynolds, commanding Third Brigade, that the star fort was expected to be attacked in the next half hour. The Sixth Maryland Regiments was placed inside, the Sixty-seventh Pennsylvania Regiment in the rifle-trenches inclosing the work, and all arrangements made-guns loaded with canister -and we awaited the attack confidently. At 1 a. m. Monday, June 15, I received an order from Colonel McReynolds, commanding brigade, to spike my guns, mount the men on the horses, and prepare to retire with the utmost silence with the rest of the command of general Milroy . Not liking this much, I requested, as commandant of artillery, to be permitted to go to General Milroy and ask permission to take my battery with me. Colonel McReynolds consented, and I went to the main fort . I could not find General Milroy, but was referred to his adjutant-general, Major Cravens, who represented him, who declared that the order was most peremptory, and must be obeyed strictly, and that nothing on wheels or that could by any possibility make a noise could be permitted to go, summing up that the great objects of his movement was the most perfect silence and secrecy, and that the other guns were all spiked. I immediately returned, spiked the guns, disabled the carriages, destroyed the ammunition, and removed and destroyed the traces and trace-chains, which would rattle . I then formed the men by twos, and marched out with the rest of the troops.