FREDERICKSBURG, VA., May 15, 1863.

MAJOR: When General McLaws moved up the river on the night of April 30, I was temporarily detached from my command, and ordered to report to General Early. My brigade was then at Marye’s Hill, with the exception of twelve companies, which were protecting the river from Taylor’s Hill to the Ferneyhough house. By General Early’s order, with the Thirteenth and Seventeenth [Mississippi] Regiments, I relieved the pickets of Generals Kershaw and Wofford above the railroad. The brigade was then extended over a picket line of not less than 5 miles.

On Saturday appearances indicated that the enemy were leaving their encampments on this side of the river, and were marching to re-enforce Hooker. By General Early’s order, the Twenty-first Regiment, of my brigade, was left to picket the river, while the other three regiments, with three of his brigades, proceeded to rejoin the main army at Chancellorsville.

He had marched but a short distance when it was reported that the enemy were advancing upon General Hays, who had been left with his brigade on the line from Hamilton’s Crossing to Fredericksburg. General Early ordered the entire command to return to its former position.

About 2 o’clock on Sunday morning, having thrown a pontoon bridge over the river, the enemy commenced crossing into Fredericksburg in large numbers. I at once informed General Early on the fact, and asked for re-enforcements.

With several batteries, under the command of General Pendleton, and a single brigade of infantry, I had a front of not less than 3 miles to defend, extending from Taylor’s Hill on the left to the foot of the hills in rear of the Howison house.

The Twenty-first Regiment was posted between the Marye house and the Plank road, three companies of which were afterward sent to the support of the Eighteenth Regiment, which was stationed behind the stone wall at the Marye house. The Seventeenth Regiment was placed in front of Lee’s Hill, and the Thirteenth  still farther to the right. One regiment from General Hays’ command was subsequently placed to the right of the Thirteenth. Four pieces of artillery were placed on the right of Marye’s house, two on the left, and the balance on Lee’s and the hills in the vicinity of the Howison house, thus making the only disposition of the small force at my command which, in my judgment, would prevent the enemy from passing the line.

The battle commenced at daylight. A furious cannonading was opened from the enemy’s batteries in town, and along both banks of the river. Two assaults were made upon Marye’s Heights, but both were signally repulsed.

About 8 o’clock a heavy column of the enemy were seen moving up the river, evidently for the purpose of getting possession of Taylor’s Hill, which, if successful, would have given him command of the position which I held. But this was prevented by the timely arrival of General Hays with four regiments of his brigade. The enemy, having thus been foiled in his purpose, turned the head of his column down the river again; but it was impossible to tell whether he had abandoned the attempt or intended to advance again on the same position with a still heavier force.

General Wilcox had now reached Taylor’s Hill with three regiments of his brigade, one of which he promised to send to the right in case it should be needed. This regiment was sent for, but there was not sufficient time for it to come up before the action was over.

With a line as extended as this, and in consideration of the small number of forces at my disposal, and the uncertainty as to the point against which the enemy would hurl the immense force he had massed in town, I deemed it proper that the regiments should remain as they then were and await the happening of events.

Very soon, however, the enemy came out from his hiding-place, and moved in three columns and three lines of battle, 20,000 strong, against the position held by my brigade. At the same instant, Colonel [B. G.] Humphreys was assailed on the left, Colonels [W. D.] Holder and [J. W.] Carter and the Louisiana regiment on the right, and Colonel [Thomas M.] Griffin in the center.

After a determined and bloody resistance by Colonel Griffin and the Washington Artillery, the enemy, fully twenty to one, succeeded in gaining possession of Marye’s Hill; at all other points he was triumphantly repulsed. But seeing the line broken at this point, I ordered the Thirteenth and Seventeenth and — Louisiana regiments to fall back to the crest of Lee’s Hill, to prevent the enemy from getting in our rear.

This they did, resisting his approach at every step, and, with the aid of [John C.] Frasser’s and [H. H.] Carlton’s batteries, both of which were handled with the most consummate skill and courage, finally succeeded in checking his advance. The Twenty-first Regiment, with the remainder of the Eighteenth, after Marye’s Hill had been taken, fell back, and rejoined the brigade on the hills.

The distance from town to the points assailed was so short, the attack so suddenly made, and the difficulty or removing troops from one part of the line to another was so great, that it was utterly impossible for either General Wilcox or General Hays to reach the scene of action in time to afford any assistance whatever.

It will thus be seen that Marye’s Hill was defended by but one small regiment, three companies, and four pieces of artillery. A more heroic struggle was never made by a more handful of men against overwhelming odds. According to the enemy’s own accounts, many of this noble little band resisted to the death with clubbed guns even after his vast hordes had swept over and around the walls.

His loss, from reports published in his own papers, was 1,000 killed and wounded, but, according to statements from intelligent citizens, it reached 2,000. Upon the pretext of taking care of their wounded, the enemy asked a flag of truce after the second assault on Marye’s Hill, which was granted by Colonel Griffin, and thus the weakness of our force at that was discovered. It is proper to say that Colonel Griffin, who is a brave and gallant officer, granted this flag of truce without consulting me.

The next morning the line of battle was formed on the Wire road, General Gordon in front, General Hays on the left, and my brigade on the right of the road. It was soon discovered that Lee’s and Marye’s Hills had been abandoned by the enemy. General Gordon took possession of Marye’s Hill without opposition. My brigade was ordered to the stone wall in front of the ill, and I was ordered to send out skirmishers, and, if the town was not strongly defended, to storm and take it.

I at once sent out both scouts and skirmishers, both of whom reported that, in their judgment, the town was in a state of strong defense; that rifle-pits had been dug across the streets, and that cannon had been planted on both sides of the river, which completely commanded the entire town.

This fact I reported to General Early, who ordered me to remain where I then was, and prevent any advance from town on the part of the enemy. During the night the enemy recrossed the river, and on the following morning I moved in and occupied the town, capturing about 40 prisoners.

In concluding this brief report, I desire especially to mention the names of Captain J. A. Barksdale, adjutant of this brigade; Lieutenant G. A. Gibson, assistant inspector-general; Harris Barksdale, aide-de-camp, as having acted with the greatest possible coolness and gallantry. Dr. [J. R.) Hill, senior surgeon of the brigade, and all the regimental surgeons, did their whole duty. All the couriers who were with me (J. T. Broach, W. M. Palmer, and W. L. McKee) carried my message to the different commands promptly, regardless of danger.

Very respectfully, your obedient servant,

WILLIAM BARKSDALE,

Brigadier-General, Commanding.