Station with General Rode's division, found the enemy already retiring. Resuming the march on the 10th, we passed by Gaine's Cross-Roads, Flint Hill, and Front Royal, arriving at Cedarville on the 12th. At this point I detached General Rodes' division, together with General Jenkins' cavalry brigade which here reported to me, to capture, if possible, a force of 1, 800 men, under Colonel [A. T.]McReynolds, reported at Berryville, and thence to press on to Martinsburg. With the remaining two division and the Sixteenth Virginia Cavalry Battalion [Regiment], (Major [James H.]Nounnan), of Jenskins' brigade, I proceeded to attack Winchester. From all the information I could gather, the fortifications of Winchester were only assailable on the west and northwest, from a range of hills which commanded the ridge occupied by their main fortifications. The force there was represented at from 6, 000 to 8, 000, under General Milroy. On the 13th, I sent Early's division and Colonel Brown's artillery battalion(under Captain[W. J]Dance), to Newton, on the Valley pike, where they were joined by the [First]Maryland Infantry Battalion, Lieutenant-Colonel [J. R.]Herbert, and the Baltimore Light Artillery, Captain [W. H.]Griffin. General Early was directed to advance toward the town by the Valley pike. The same day Johnosn's division, preceded by Nounnan's cavalry drove in the enemy's pickets on the Front Royal and Winchester rod, and formed line of battle 2 miles from town, preparatory to an attack. After some skirmishing, the enemy opened from a battery near the Millwood road, and [J. C.]Carpenter's battery, Lieutenant [W. T.]Lambie commanding, was placed by Lieutenant-Colonel Andrews to the left of the Front Royal road, and opened vigorously, soon driving off the opposing battery and blowing up a caisson. This drew upon our battery a heavy fire from twelve or fifteen pieces in and near the town, but beyond the range of our guns. About 5 p. m. General Early had a pretty sharp skirmish with the enemy's infantry and artillery near Kernstown, Gordon's brigade, supported by Hay's, driving them at a run as far as Milltown Mills. Here Early coming within range of the enemy's fortifications, halted for the night. Before morning, the enemy withdrew all their artillery into their fortifications from Bowers' Hill and the south and east sides of the town. On examining the enemy's fortifications from General Johnson's position, I found they had put up works on the hills I had intended gaining possession of, and were busy strengthening them. Having reconnoitered with General Early from Bower's Hill (9 a. m. on the 14th), I coincided with his views as to the best point of attack, and directed him to move his main force to the left, and carry by assault one of the works above mentioned, a small, open work on a commanding hill near the Pugtown road, which overlooked the main fort. About 11 a. m., finding there was no danger of a sortie, and seeing the enemy fortifying a hill north of their main fort, I directed General Johnson to move to the east of the town, an interfere with their work as much a possible, and so divert attention from General Early. He accordingly took up position between the Millwood and Berryville pikes, and threw forward the Fifth Virginia, under Lieutenant Colonel H. J. Williams, as skirmishers, who annoyed the enemy so as to force them to leave off work and effectually to engross their attention.