SIR: I have the honor to present the following report of the part taken by my command in the battle fought near Middletown, Va., on the 19th of October, 1864:

On the evening of the 18th I received orders to send a division to the front on the following morning as soon as it should be light enough to distinguish objects, and make a reconnaissance of the enemy's position. I selected the Second Division, Nineteenth Army Corps, for this duty, and gave General Grover directions to move at early dawn. At that hour, on the morning of the 19th, pot only the Second Division but my whole command was under arms, in accordance with a standing order from these headquarters. My staff was up and saddled, and I was in the act of saddling, when I heard firing to the left in the direction of General Crook's camp, followed by prolonged cheers, as if the enemy were making an assault. By the time I reached my advanced line the musketry had become very heavy, and seemed to be coming down the pike against my front as well as approaching rapidly from the extreme left of the army, The fog was so dense that it was impossible to see the position of the enemy or the direction of his advance, but, guided by the firing, I ordered the Second Brigade, First Division, to cross the pike and occupy a wooded ridge in order to support General Crook. This was done in the, most gallant style under my own eye. Immediately afterward both General Wright and General Crook joined me, and the former directed me to send two more brigades across the pike. By this time we could see the troops on the left of my corps in full retreat; indeed, I had observed stragglers from them going to the rear while I rode to the front. I believed that it was too late to execute General Wright's order, for the ground occupied by the Sixth Corps on my left both commanded my position and took it in reverse; but I nevertheless hurried forward the two required brigades. The Second Brigade, First Division, soon became fiercely engaged and checked the progress of the enemy until the troops on its left were pushed back by overwhelming masses, when it was flanked and forced from its position. Believing still that we should be supported by our reserves in time to hold the camps I gave Colonel Macauley orders to stand fast, and directed Colonel Molineux, Second Brigade, Second Division, to put his men on the reverse side of his rifle-pits. General McMillan, commanding the First Division, promptly placed his First Brigade in the same position, and with excellent judgment, as it was now evident that the enemy's force was coming in upon our left and rear in overwhelming numbers.

Even here it was impossible to make a permanent stand in consequence of the steady flanking movement effected by the enemy's powerful right.

I therefore ordered my command to fall back and establish a new line of resistance. Near the house of Doctor Shipley I directed Taft's Fifth New York Battery and Chase's First Rhode Island Battery [Battery D, First Rhode Island Artillery]into position, and formed a line of battle, with the left extending toward Middletown, but the continued lack of support on the left soon forced me to retire from this point to another, about 1,000 yards in rear of it. My command was now pretty well in line, the First Division on the right and the Second Division on the left, and able to hold the enemy's left in check. I was myself on my own left attempting to establish a connection with the Sixth Corps, when. I saw my whole line moving to the rear, orders to that effect, having been communicated directly to my two division commanders. About 1,500 yards behind the position thus quitted was a commanding crest which overlooked the whole open country in its front. Here I found General Sheridan's staff collecting stragglers, and here I ordered the Nineteenth Corps to halt and form in two lines of battle. My first line was already in position, when 1. was directed to retire, inclining to the left and connecting with the Sixth Corps. I, however, ordered my skirmishers to hold the crest until they should receive instructions from me to abandon it. Losing sight of the Sixth Corps shortly afterward, in consequence of a sudden change' of direction in the line of march, I ordered the Nineteenth back to the vicinity of the crest, and sent aides-de-camp to find the right of the Sixth. I also extended my line over a portion of the unoccupied interval on my left in order to check a turning movement of the enemy, who were deploying in that direction. While thus engaged I received a message from General Sheridan directing me to close up to the Sixth Corps, and adding that my right would be covered by General Custer's cavalry. Immediately afterward General Custer came up with the head of his column, enabling me to make the flank movement without anxiety. Pushing to the left about three-quarters of a mile I joined the Sixth Corps, and formed my line within the cover ;f a dense wood. About 1 o'clock I received information from the general commanding that the enemy were advancing on me in force. Within an hour they charged my line, striking it near the center of the Second Division, but were promptly driven back, this being,. as I believe, the first permanent repulse which they received during the day. About 3.30 in the afternoon our whole force was ordered to advance. My night, consisting of the First Division, was instructed to flank the enemy by inclining to the left, thus doubling up his line and driving him upon the pike. Both divisions, regardless of the fatigue and losses of this already prolonged struggle, charged with conspicuous gallantry, forcing their antagonists from two naturally strong positions supported by dense thickets and hastily constructed rifle-pits, following them with such rapidity, that they had no time to form another line of resistance, and chasing them in confusion through our recovered camps up to Cedar Creek. After about two hours' rest the First Division, Nineteenth Army Corps, was ordered to Strasburg to relieve the cavalry and cover the removal of the immense amount of public property which the enemy bad abandoned in his flight.

I have to lament the number of brave officers and men killed or wounded in this day's battle. Their names will be forwarded in the subordinate reports, excepting those of my staff, whom. it is my especial duty to mention. Major Sizer, my acting inspector-general, and Captain Wilkinson, judge-advocate, both of whom I have so often had occasion to commend for distinguished courage, were wounded, the former slightly, the latter seriously.

Inclosed is a topographical sketch which will illustrate what I have written above. [Not found]