FEBRUARY 12-16, 1862.--Siege and Capture of Fort Donelson, Tennessee.
Report (#1) of Brig. Gen. Gideon J. Pillow, C. S. Army

COLUMBIA, TENN., February 18, 1862.

Assistant Adjutant-General.

       On the 9th instant General A. S. Johnston ordered me to proceed to Fort Donelson and take command of that post. On the 10th instant I arrived at that place.
       In detailing the operations of the forces under my command at Fort Donelson it is proper to state the condition of that work and of the forces constituting its garrison. When I arrived I found the work on the river battery unfinished and wholly too weak to resist the force of heavy artillery. I found a 10-inch columbiad and a 32-pounder rifled gun which had not been mounted. Deep gloom was hanging over the command, and the troops were greatly depressed and demoralized by the circumstances attending the surrender of Fort Henry and the manner of retiring from that place.
       My first attention was given to the necessity of strengthening this work, mounting the two heavy guns, and to the construction of defensive works to protect the rear of the river battery. I imparted to the work all the energy which it was possible to do, working day and night with the whole command. The battery was without a competent number of artillerists, and those that were there were not well instructed in the use of their guns.
       To provide for this want I placed the artillery companies under active course of instruction in the use of their guns. I detailed Captain Ross, with his company of light artillerists, to the command of one of the river batteries. These heavy guns being mounted and provision made for working them, and a proper supply of ammunition having been procured by my orders from Nashville, I felt myself prepared to test the effect of the fire of heavy metal against the enemy's gunboats, though the work stood much in need of more heavy pieces.
       The armament of the batteries consisted of eight 32-pounders, three 32-pounder carronades, one 10-inch columbiad, and one rifled gun of 32-pounder caliber.
       The selection of the site for the work was an unfortunate one. While its command of the river was favorable, the site was commanded by the heights above and below on the river and by a continuous range of hills all around the works to its rear. A field work of very contracted dimensions had been constructed by the garrison to protect the battery; but the field works were commanded by the hills already referred to, and lay open to a fire of artillery from every direction except from the hills below.
       To guard against the effects of fire of artillery from these heights a line of defensive works, consisting of rifle pits and abatis for infantry, detached on our right but continuous on our left, with defenses for our light artillery, were laid off by Major Gilmer, engineer, of General A. S. Johnston's staff (but on duty with me at the post), around the rear of the battery and on the heights from which artillery could reach our battery and inner field work, enveloping the inner work and the town of Dover, where our principal supplies of commissary and quartermaster's stores were in depot.
       These works, pushed with the utmost possible energy, were not quite completed, nor were my troops all in position, though nearly so, when Brigadier-General Floyd, my senior officer, reached that station. The works were laid off with great judgment and skill by Major Gilmer, and were well executed and designed for the defense of the rear of the work; the only objection being to the length of the line, which, however, was unavoidable from the surroundings. The length of the line and the inadequacy of the force for its defense was a source of embarrassment throughout the struggle which subsequently ensued in the defense of the position.
       I had placed Brigadier-General Buckner in command of the right wing and Brig. Gen. B. R. Johnson in command of the left. By extraordinary efforts we had barely got these works in defensible condition when the enemy made an advance in force around and against the entire line of outer works.


       The assault was commenced by the enemy's artillery against the center of our left wing, which was promptly responded to by Captain Green's battery of field artillery. After several hours of firing between the artillery of the two armies the enemy's infantry advanced to the conflict all along the line, which was kept up and increased in volume from one end of the line to the other for several hours, when at last the enemy made a vigorous assault against the right of our left wing, the position assaulted being a height commanded by Col. A. Heiman and defended by his brigade, consisting of the Tenth Tennessee, under command of Lieutenant-Colonel R. W. MacGavock, Colonel [W. M.] Voorhies', Colonel [A A.] Hughes', and Colonel [J. W.] Head's regiments Tennessee Volunteers, and defended by Captain [Frank] Maney s field battery.
       This assault was vigorously made and the position as vigorously defended, and resulted in the repulse of the enemy here and everywhere around the line. The result of the day's work pretty well tested the strength of our defensive line, and established beyond question the gallantry of the entire command, all of which fought gallantly their portion of the line.
       The loss sustained by our forces in this engagement was not large, our men being mostly under shelter in the rifle pits; but we nevertheless had quite a number killed and wounded, but owing to the continued fighting which followed it was impossible to get any official report of the casualties of the day.
       On the same day our battery on the river was engaged with one of the enemy's gunboats, which occasioned quite a lively cannonading for more than an hour, in which the gallant Capt. Joseph Dixon, of the Engineer Corps, was killed instantly at the battery. This officer had been on duty for some months at the post, and had shown great energy and professional skill, and by his gallant bearing on that day, while directing the operations of the day, under my orders, had justly earned for himself high distinction. His death was a serious loss to the service and was a source of no little embarrassment in our after operations.
       On the 12th [13th] we had quiet, but we saw the smoke of a large number of gunboats and steamboats a short distance below. We also received reliable information of the arrival of a large number of new troops, greatly increasing the strength of the enemy's forces, already said to be from 20,000 to 30,000 strong.


       On the 13th [14th] these re-enforcements were seen advancing to their position in the line of investment, and while this was being done six of the enemy's iron-cased gunboats were seen advancing up the river, five of which were abreast and in line of battle and the sixth some distance to the rear. When these gunboats arrived within a mile and a half of our battery they opened fire on it.
       My orders to the officers (Captains Shuster and Standewitz [Stankiewitz or Starkovitch], who commanded the lower battery of eight guns, and Captain Ross, who commanded the upper battery of four guns), were to hold their fire until the enemy's boats should come within point-blank range of their guns. This they did, though the ordeal of holding their fire while the enemy's shot and shell fell thick around their position was a severe restraint to their patriotic impulses; but, nevertheless, our batteries made no response until the enemy's gunboats got within range of their guns. Our entire line of batteries then opened fire. The guns of both parties were well served, the enemy constantly advancing, delivering direct fire against our batteries from his line of five gunboats, while the sixth boat, moving up in rear of the line, kept the air filled with shells, which fell thick and close around the position of our batteries.
       The fight continued, the enemy steadily advancing slowly up the river, the shot and shell from fifteen heavy rifled guns tearing our parapets and plunging deep into the' earth around and over our batteries for nearly two hours and until his boats had reached within the distance of 150 yards of our batteries. Having come in such close conflict, I could distinctly see the effects of our shot upon his iron-cased boats. We had given two or three well-directed shots from the heavy guns to one of his boats, when she instantly shrank back and drifted helpless below the line. Several shot struck another boat, tearing her iron case and splintering her timbers and making them crack as if by a stroke of lightning, when she, too: fell back. Then a third received several severe shots, making her metal ring and her timbers crack, when the whole line gave way and fell rapidly back from our fire until they passed out of range.
       Thus ended the first severe and close conflict of our heavy guns with the enemy's gunboats, testing their strength and the power of our heavy guns to resist them. The shot from our 32-pounder guns produced but little effect. They struck and rebounded, apparently doing but little damage; but I am satisfied, by close observation, that the timbers of the frame-work did not and could not withstand the shock of the 10-inch columbiad or 32 pounder rifled gun.
       These gunboats never renewed the attack. I learned from citizens living on the river below that one of the injured boats sank and that the others had to be towed to Cairo. This information may or may not be true, but it is certain that all of the boats were repulsed and driven back after a most vigorous and determined attack, and that two of the boats were badly damaged and a third more or less injured.
       It is difficult to overestimate the gallant bearing and heroic conduct of the officers and men of our batteries who so well and so persistently fought our guns until the enemy's determined advance brought his boats and guns into such close and desperate conflict. Where all did their duty so well it is almost impossible to discriminate. The captains already named and their lieutenants (whose names, for want of official reports, I cannot give)all deserve the highest commendation. Lieut. George S. Martin, whose company is at Columbus, Ky., but who was ordered to that post by Major-General Polk, commanded one of the guns, particularly attracted my attention by his energy and the judgment with which he fought his gun. The wadding of his gun having given out, he pulled off his coat and rammed it down his gun as wadding, and thus kept up the fire until the enemy were finally repulsed.
       On the evening of this day we received information of the arrival of additional re-enforcements of infantry, cavalry, and light artillery by steamboat, all of which were disembarked a short distance below our position.


       On the 14th instant the enemy were busy throwing his forces of every arm around us, extending his line of investment entirely around our position and completely enveloping us.
       On the evening of this day we ascertained that the enemy had received by steamboat additional re-enforcements. We were now surrounded by an immense force, said by prisoners whom we had taken to amount to fifty-two regiments, and every road and possible avenue of departure cut off, with the certainty that our sources of supply by river could soon be cut off by the enemy's batteries placed upon the river above us.
       At a meeting of general officers, called by General Floyd, it was determined unanimously to give the enemy battle next day at daylight, so as to cut open a route of exit for our troops to the interior of the country, and thus save our army. We had knowledge that the principal portion of the enemy's forces were massed in encampment in front of the extreme left of our position, commanding the two roads leading to the interior, one of which we must take in retiring from our position.
       We knew he had massed in encampment another large force on the Wynn's Ferry road, opposite the center of our left wing, while still another was massed nearly in front of the left of our right wing, his fresh arrival of troops being encamped on the bank of the river two miles and a half below us, from which latter encampment a stream of fresh troops were constantly pouring around us on his line of investment, and strengthening his general encampment on the extreme right. At each of his encampments and on each road he had in position a battery of field artillery and 24-pounder iron guns on siege carriages. Between these encampments on the roads was a thick undergrowth of brush and black-jack, making it impossible to advance or maneuver any considerable body of troops.
       The plan of attack agreed upon and directed by General Floyd to be executed was that, with the main body of the forces defending our left wing, I should attack the right wing of the enemy, occupying and resting on the heights reaching to the bank of the river, accompanied by Colonel Forrest's brigade of cavalry; that General Buckner, with the forces under his command, and defending the right of our line, should strike the enemy's encampment and forces on the Wynn's Ferry road; that the forces under Colonel Heiman should hold his position, and that each command should leave in the trenches troops to hold the trenches.. In this order of battle it was easy to be seen that if my attack was successful and the enemy was routed his retreat would be along his line of investment towards the Wynn's Ferry encampment, and thence towards his reserve, at the gunboats below. In other words, my success would roll the enemy's force in retreat over upon General Buckner, when by his attack in flank and rear we could cut up the enemy and put him completely to rout.
       Accordingly dispositions were made to attack the enemy. At 5 o'clock on the morning of the 15th I moved out of my position to engage the enemy. In less than one-half hour our forces were engaged. The enemy was prepared to receive me in advance of his encampment, and he did receive me before I had assumed a line of battle and while I was moving against him without any formation for the engagement. For the first half hour of the engagement I was much embarrassed in getting the command in position properly to engage the enemy. Having extricated myself from the position and fairly engaged the enemy, we fought him for nearly two hours before I made any decided advance upon him. He contested the field most stubbornly.
       The loss of both armies on this portion of the field was heavy--the enemy's particularly so, as I discovered by riding over the field after the battle. The enemy, having been forced to yield this portion of the field, retired slowly towards the Wynn's Ferry road--Buckner's point of attack.
       The fight was hotly contested and stubborn on both sides, and consumed the day till 12 o'clock to drive the enemy as far back as the center, where General Buckner's command was to flank him. While my command was slowly advancing and driving back the enemy, I was anxiously expecting to hear General Buckner's command open fire in his rear, which, not taking place, I was apprehensive of some misapprehension of orders, and came from the field of battle within the work to ascertain what was the matter. I there found the command of General Buckner massed behind the ridge within the work, taking shelter from the enemy's artillery on the Wynn's Ferry road, it having been forced to retire before the battery, as I learned from him. My force was still slowly advancing, driving the enemy towards the battery. I directed General Buckner immediately to move his command around to the rear of the battery, turning its left, keeping in the hollow, and attack and carry it. Before the movement was executed my forces, forming the attacking party on the right, with Colonel Forrest's regiment of cavalry, had reached the position of the battery. Colonel Forrest's cavalry gallantly charged a large body of infantry supporting the battery, driving it and forcing the battery to retire, and taking six pieces of artillery--four brass pieces and two 24-pounder iron pieces.
       In pursuing the enemy, falling back from this position, General Buckner's forces became united with mine, and engaged the enemy in a hot contest of nearly an hour, with large forces of fresh troops that had now met us. This position of the enemy being carried by our joint forces, I called off the further pursuit, after seven and a half hours of continuous and bloody conflict. After the troops were called off from the pursuit, orders were immediately given to the different commands to form and retire to their original position in the intrenchments.
       The operations of the day had forced the entire command of the enemy around to our right and in front of General Buckner's position in the intrenchments, and when he reached his position he found the enemy advancing rapidly to take possession of his portion of our works. He had a stubborn conflict, lasting one and a half hours, to regain his position, and the enemy actually got possession of the extreme right of his works, and held them so firmly that he could not dislodge him.        The position thus gained by the enemy was a most important and commanding one, being immediately in rear of our river batteries and field work for its protection. From it he could readily turn the intrenched work occupied by General Buckner and attack him in reverse, or he could advance, under cover of an intervening ridge, directly upon our battery and field work. While the enemy held the position it was manifest we could not hold the main work or battery.
       Such was the condition of the two armies at night-fall, after nine hours of conflict, on the 15th instant, in which our loss was severe, and leaving not less than 1,000 of the enemy dead upon the field. We left upon the field nearly all of his wounded, because we could not remove them. We left his dead unburied, because we could not bury them. Such carnage and conflict has perhaps never before occurred on this continent. We took about 300 prisoners and a large number of arms.
       We had fought the battle to open the way for our army and to relieve us from an investment which would necessarily reduce us and the position we occupied by famine. We had accomplished our object, but it occupied the whole day, and before we could prepare to leave, after taking in the wounded and dead, the enemy had thrown around us again in the night an immense force of fresh troop and reoccupied his original position in the line of investment, thus again cutting off our retreat. We had only about 13,000 troops all told; of these we had lost a large proportion in the three battles. The command had been in the trenches night and day for five days, exposed to the snow, sleet, mud, and ice-water, without shelter and without adequate covering and without sleep. In this condition the general officers held a consultation, to determine what we should do. General Buckner gave it s his decided opinion that he could not hold his position a half hour against an assault of the enemy, and said he was satisfied the enemy would attack him at daylight the next morning. The proposition was then made by the undersigned to again fight our way through the enemy's line and cut our way out. General Buckner said his command was so worn-out and cut to pieces and demoralized that he could not make another fight; that it would cost the command three-fourths its present numbers to cut its way out; that it was wrong to sacrifice three-fourths of a command to save one-fourth, and that no officer had a right to cause such a sacrifice. General Floyd and Major Gilmer I understood to concur in this opinion. I then expressed the opinion that we could hold out another day, and in that time we could get steamboats and set the command over the river and probably save a large portion of it. To this General Buckner replied that the enemy would certainly attack him in the morning and that he could not hold his position a half hour.
       The alternative of these propositions was a surrender of the position and command. General Floyd said he would not surrender the command nor would he surrender himself a prisoner. I had taken the same position. General Buckner said he was satisfied nothing else could be done, and that therefore he would surrender the command, if placed in command. General Floyd said he would turn over the command to him, if he could be allowed to withdraw his command. To this General Buckner consented. Thereupon the command was turned over to me, I passing it instantly to General Buckner, saying I would neither surrender the command nor myself. I directed Colonel Forrest to cut his way out.
       Under these circumstances General Buckner accepted the command and sent a flag of truce to the enemy for an armistice of six hours, to negotiate for terms of capitulation. Before this flag and communication were delivered I retired from the garrison.
       Before closing my report of the operations of the army at Donelson I must, in justice to the officers and commands under my immediate command, say that harder fighting or more gallant conduct in officers and men I have never witnessed. In the absence of official reports of brigade and regimental commanders, of which I am deprived by the circumstances detailed in this report, I may not be able to do justice to the different corps. I will say, however, that the forces under my immediate command during the action bore themselves most gallantly throughout the long and bloody conflict. I speak with especial commendation of the brigades commanded by Colonels [Wm. E.] Baldwin, [G. C.] Wharton, [John] McCausland, [J. M.] Simonton, and [Joseph] Drake;and of Captains Maney and Green, who fought their guns under the constant and annoying fire of the enemy's sharpshooters and of the concentrated fire from his field batteries, from which both commands suffered severely. Captain Maney was himself wounded, and had several lieutenants killed and wounded and many of his company killed and wounded; so did Captains Porter and Graves. If I should hereafter receive the reports of regimental and brigade commanders, giving me detailed information of the conduct and bearing of officers and men, I will make a supplemental report.
       The absence of official reports deprives me of the means of giving lists of the killed and wounded of the different commands. I am satisfied that in such a series of conflicts our loss was heavy. I know the enemy's was, from passing over the field of battle in the evening, immediately after the battle, in company with General Floyd. His loss in killed was terrible, exceeding anything I have ever seen upon a battlefield.
       Our total force in the field did not exceed 10,000 men, while, from what I saw of the enemy's force and from information derived from many prisoners of the enemy, we are sure he had between 30,000 and 40,000 men in the field.
       I must acknowledge many obligations to Major Gilmer, engineer, for especial and valuable services rendered me in laying off these works and the energy displayed by him in directing their construction, and for his counsel and advice. I likewise acknowledge my obligations to Capt. Gus. A. Henry, jr., my assistant adjutant-general; to Col. John C. Burch, my aide-de-camp; to Major Field, to Lieutenant Nicholson, to Lieut. Charles F. Martin, and Colonel Brandon, my volunteer aides-de-camp; to Major Haynes, my assistant commissary, and Major Jones, my assistant quartermaster, for the prompt manner in which they executed my orders under trying circumstances throughout the long and continued conflicts, and to Major Gilmer, who accompanied me to the field and was on duty with me during the entire day; also to Captain Parker, of my staff, whom I assigned to the command of Captain Ross' field battery, with new recruits as gunners, and who fought and served them well. The conduct of these officers, coming under my immediate attention and observation, met my hearty approval and commendation. Colonel Brandon was severely wounded early in the action.
       Colonel Baldwin's brigade constituted the front of the attacking force, sustained immediately by Colonel Wharton's brigade. These two brigades deserve especial commendation for the manner in which they sustained the first shock of battle, and, under circumstances of great embarrassment, threw themselves into position and followed up the conflict throughout the day. Being mostly with these two brigades, I can speak from personal knowledge of the gallant conduct and bearing of the two brigade commanders, Colonels Baldwin and Wharton. I must also acknowledge my obligations to Brig. Gen. B. R. Johnson, who assisted me in the command of the forces with which I attacked the enemy and who bore himself gallantly throughout the conflict; but having received no official report from him, I cannot give the detailed operations of his command.
       I have pleasure in being able to say that Colonel Forrest, whose command greatly distinguished its commander as a bold and judicious commander, and reflected distinguished honor upon itself, passed safely through the enemy's line of investment, and trust it will yet win other honors in defense of our rights and just cause of our country.

C. S. Army.