FEBRUARY 12-16, 1862
Siege and Capture of Fort Donelson, Tennessee
Report (#2) of Brig. Gen. Gideon J. Pillow, C. S. Army

Decatur, Ala., March 14, 1862.

Assistant Adjutant-General.

       The position we occupied was invested on February 11 by a force which we estimated to be about 20,000 strong. This force had approached us partly by water, but mainly by land, from Fort Henry. I considered the force we had sufficient to repulse the assault of this force. We repulsed everywhere a vigorous assault made by the enemy against our position.
       Fresh troops, however, continued [to arrive] every day by water until the 14th. We are satisfied the enemy's forces were not short of 30,000 men. Our impressions of his strength were confirmed by information derived from prisoners we had taken on that day. That evening the enemy landed thirteen steamboat loads of fresh troops.
       It was now manifest we could not long maintain our position against such overwhelming numbers. I was satisfied that their last troops were of General Buell's command. We felt the want of re-enforcements, but did not ask for them, because we knew they were not to be had. I had just come from Bowling Green, and knew that General Johnston could not spare a man from his position; he had, in fact, already so weakened himself that he could not have maintained his position against a vigorous assault. Under these circumstances, deeming it utterly useless to apply for re-enforcements, we determined to make the best possible defense with the force in hand.
       Our investment by a force of 30,000 men on the 14th being completed, and the enemy on that evening having received thirteen boat loads of fresh troops, a council of general officers was convened by General Floyd, at which it was determined to give the enemy battle at daylight next day, so as to cut up the investing force, if possible, before the fresh troops were in position.
       In that council I proposed, as the plan of attack, that with the force in the intrenchments of our left wing and Colonel [R. W.] Hanson's regiment, of General Buckner's division, I would attack the enemy's main force on his right, and, if successful, that would roll the enemy on his line of investment to a point opposite General Buckner's position, when he would attack him in flank and rear, and drive him with our united commands back upon his encampments at the river.
       To this proposition, so far as allowing me to have Colonel Hanson's regiment, General Buckner objected, and I waived the point, saying I only asked the assistance of that regiment because my portion of the labor to be performed was by far the greatest, and that upon any success depended the fortunes of the day, and that a very large portion of the force I had to fight were fresh troops and badly armed.
       General Buckner then proposed, as a modification of my plan of battle, that he should attack the enemy simultaneously with my attack; that his attack should be against the position on the Wynn's Ferry road, where he had a battery nearly opposite the center of the left wing, and that he would thus lessen the labors for my command and strike the enemy in a more vital point. To this modification I agreed, as an improvement upon my proposed plan.
       In carrying out this plan thus agreed upon it became proper for Colonel Heiman's brigade to maintain its position in the line, otherwise the enemy might turn the right of General Buckner's position and take his forces on the right flank, and thus defeat our success. It was arranged accordingly.
       General Floyd approved this plan of battle and ordered that it should be carried out next morning at daylight. I then sent for all the commanders of brigades, to explain to them our situation (being invested), our purpose and plan of battle, and to assign to each brigade its position in my column; all of which was done, and I gave orders to have my whole force under arms at 4.30 o'clock and to be ready to march out of our works precisely at 5 o'clock.
       At 4: o'clock I was with my command, all of which was in position, except Colonel Davidson's brigade, none of which was present. I immediately directed General B. R. Johnson, who was present, and to whose immediate command Colonel Davidson's brigade belonged, to dispatch officers for that brigade, and to ascertain the cause of its delay. He did so. I likewise sent several officers of my staff upon the same duty. Both sets of officers made the same report, viz, that Colonel Davidson had failed to give any orders to the colonels of his brigade, and that Colonel Davidson was sick. It is proper to state that he was complaining of being unwell when the orders were received. The instructions to the brigade commanders were given about 2 o'clock that morning. My command was delayed in its advance about haft an hour by the necessity of bringing up this brigade.
       My column was finally ready and put in motion about 5.15 o'clock. I moved with the advance, and directed General B. R. Johnson to bring up the rear. The command of Colonel Davidson's brigade devolved upon Colonel Simonton, which, owing to the reasons already stated, was brought into column in the rear and into action last, under General Johnson, to whose report for its good behavior on the field I particularly refer, having in my original report omitted to state its position on the field.
       Many of these incidents, not deemed essential to the proper understanding of the main features of the battle of February 15, were omitted in my original report, but are now given as parts of its history, In my original report I gave the after operations in the battle of February 15, and shall now pass over all the events occurring until the council of general officers, held on the night of the 15th. The lodgment of the enemy's force in the rifle pits of General Buckner's extreme right, late in the evening of the 15th of February, induced General Floyd to call a meeting of general officers at my headquarters on that night.
       We had fought the battle of the 15th to open the way through the enemy's line of investment to retire to the interior. The battle had occupied the day, and we were until about 12 o'clock that night bringing in the wounded. At about 1 o'clock we had all the commanders of regiments and brigades assembled, and given orders to the entire command to be under arms at 4 o'clock, to march out on the road leading towards Charlotte. I had given instructions to Major Haynes, my commissary, and Major Jones, my quartermaster, immediately after our evacuation of the place to burn all their stores.
       About 3 o'clock (perhaps a little earlier) we received intelligence from the troops in the trenches that they heard dogs barking around on the outside of our lines and they thought the enemy were reinvesting our position. General Floyd immediately directed me to send out scouts to ascertain the fact. This duty was performed; when the scouts returned they reported the enemy in large force occupying his original positions and closing up the routes to the interior. Not being satisfied with the truth of the report, I directed Colonel Forrest to send out a second set of scouts, and at the same time directed him to send two intelligent men up the bank of the river, to examine a valley of overflowed ground lying to the rear and right of the enemy's position, and if the valley of over-flowed ground could be crossed by infantry and cavalry, and to ascertain if the enemy's forces reached the river bank.
       The one set of scouts returned and confirmed the previous reports, viz, that the woods were full of the enemy, occupying all of his previous positions in great numbers. The scouts sent up the river to examine the overflow reported that the overflowed valley was not practicable for infantry; that the soft mud was about half-leg deep, and that the water was about saddle-skirt deep to the horses, and that there was a good deal of drift in the way. We then sent for a citizen, whose name is not remembered, said to know that part of the country well, and asked his opinion. He confirmed the reports of the river scouts. In addition to the depth of the water, the weather was intensely cold. Many of the troops were frost-bitten, and they could not have stood a passage through a sheet of water.
       With these facts all before Generals Floyd, Buckner, and myself (the two former having remained at my quarters all the intervening while), General Floyd said: "Well, gentlemen, what is best now to be done?" Neither General Buckner nor myself having answered promptly, General Floyd repeated his inquiry, addressing himself to me by name. My reply was that it was difficult to determine what was best to be done, but that I was in favor of cutting our way out. He then asked General Buckner what he thought we ought to do. General Buckner said his command was so worn down, cut up, and demoralized that he could not make another right; that he thought we would lose three-fourths of the command we had left in cutting our way out, and that it was wrong; that no officer had the right to sacrifice three-fourths of the command to save one-fourth; that we had fought the enemy from the trenches, we had fought his gunboats, and had fought him in the open field, to cut our way through his line of investment; that we were again invested with an immense force of fresh troops; that the army had done all it was possible to do, and that duty and honor required no more. General Floyd then remarked that his opinion coincided with General Buckner's.
       Brig. Gen. B. R. Johnson had previously retired from the council to his quarters in the field, and was not present. In my original report I stated it was my impression Major Gilmer was consulted, and concurred in the opinion of Generals Buckner and Floyd; but, from subsequent conversation with Major Gilmer, I learned from him that he had retired to another room and laid down, and was not present at this part of the conference; and I am therefore satisfied that. I was mistaken in the statement in regard to him.
       The proposition to cut our way out being thus disposed of, I remarked that we could hold our position another day and fight the enemy from our trenches; that by night our steamboats that had taken off the prisoners and our mounted men would return; that during the next night we could set our troops on the right bank of the river, and that we could make our escape by Clarksville, and thus save the army.
       To this proposition General Buckner said: "Gentlemen, you know the enemy occupy the rifle pits on my right, and can easily turn my position and attack me in rear or move down on the river battery. I am satisfied he will attack me at daylight, and I cannot hold my position half an hour? Regarding General Buckner's reply as settling this proposition in the negative--for I had quite enough to do with my heavy losses in the battle of the previous day to defend my own portion of the line and I could give him no re-enforcements--I then said: "Gentlemen, if we cannot cut our way out nor fight on there is no alternative left us but capitulation, and I am determined that I will never surrender the command nor will I ever surrender myself a prisoner. I will die first? General Floyd remarked that that was his determination; that he would die before he would do either. General Buckner said that such determination was personal, and that personal considerations should never influence official action. General Floyd said he acknowledged it was personal with him, but nevertheless such was his determination. Thereupon General Buckner said that, being satisfied that nothing else could be done, if he was placed in command he would surrender the command and would take the fate of the command.
       General Floyd immediately said: "General Buckner, I place you in command; will you permit me to draw out my brigade?" General Buckner promptly replied: "Yes, provided you do so before the enemy act upon my communication? General Floyd immediately remarked: "General Pillow, I turn over the command? I replied instantly: "I pass it." General Buckner said: "I assume it; bring on a bugler, pen, ink, and paper." General Buckner had received pen ink, and paper, and sat down to the table and commenced writing, when I left and crossed the river, passing outside the garrison before General Buckner prepared his communication to the enemy, and went to Clarksville, by land, on horseback.
        I did not know what he had written until I saw the published correspondence with General Grant. It may be asked if I was in favor of cutting our way out, why, when the command was turned over to me, I did not take it out. My reply is that, though technically speaking the command devolved on me when turned over by General Floyd, it was turned over to General Buckner in point of fact. All parties so understood it. In proof of this, General Floyd, under his agreement with General Buckner, actually withdrew with a large portion of his brigade by setting them across the river in the steamer General Anderson, that arrived just before daylight. In further proof of this I embody in this report an order of General Buckner's to General B. R. Johnson after he had assumed command.

       The following is a copy of the order:

HEADQUARTERS, Dover, Tenn., February 16, 1862.

SIR: The command of the forces in this vicinity has devolved upon me by order of General Floyd. I have sent a flag to General Grant, and during the correspondence and until further orders refrain from hostile demonstrations with a view to preventing a like movement on the enemy's part. You will endeavor to send a flag to the posts in front of your position, notifying them of the fact that I have sent a communication to General Grant from the right of our position, and desire to know his present headquarters.

Respectfully, your obedient servant,
Brigadier-General, C. S. Army.

       In addition to this, General Floyd was my senior, and of high character and acknowledged ability. General Buckner, though my junior in rank, possessed high reputation as an officer of talent and experience. With the judgment of both against my position, if I had acted upon my own convictions and had failed or involved the command in heavy loss, I was apprehensive it would be regarded as an act of rashness, and brought upon me the censure of the Government and the condemnation of the country. Besides, without their assistance in command and with the moral weight of their opinions with the troops against the step, I did not regard it practicable to make a successful effort to cut out. I declined to assume command when turned over by General Floyd, because it was against my convictions of duty to surrender the command, and under the decision of Generals Floyd and Buckner (a majority of the council)! could do nothing but surrender it. It is proper to say that the difference of opinion between Generals Floyd, Buckner, and myself upon this branch of the subject consisted in this, viz: They thought that it would cost three-fourths of the command to cut out. I did not think the loss would be so great. If it had been settled that the sacrifice would be as much as three-fourths, I should have agreed with them that it was wrong to make the attempt.
       Again, I believe we could have maintained our position another day, and have saved the army by getting back our boats and setting the command across the river; but, inasmuch as General Buckner was of opinion that he could not hold his position half an hour and I could not possibly do more than hold my own portion of the line, I had no alternative but to submit to the decision of a majority of my brother general officers.
       While I thus differed with them in opinion, I still think I did right in acquiescing in opinion with them. We all agreed in opinion that we could not long maintain the position against such overwhelming numbers of fresh troops as were daily arriving. We all agreed that the army had performed prodigies of valor, and that, if possible, further sacrifice should be avoided. Men will differ or agree according to their mental organizations. I censure not their opinions nor do I claim merit for my own. The whole matter is submitted to the judgment of the Government.
       Since my original report was prepared I have seen and read the official reports of General Grant and Commodore Foote. From these reports I learn that the damage done the enemy's fleet of gunboats on the 13th [14th] was greater by far than was represented in my original report. Four of the enemy's gunboats were badly disabled, receiving over 100 shots from our battery, many of which went entirely through from stem to stern, tearing the frame of the boats and machinery to pieces, killing and wounding 55 of their crews, among whom was the commodore himself. There can, therefore, no longer be a doubt as to the vulnerability of these to heavy shots; but it required a desperate fight to settle the question, and there is danger that the public mind will run from one extreme to the other, and arrive at a conclusion underrating the power of the enemy's gunboats.
       In estimating the loss inflicted upon the enemy on the 15th, I saw that the whole field of battle for a mile and a half was covered with his dead and wounded, and believe that his loss could not fall short of 5,000 men. I am satisfied, from published letters of the officers and men of the enemy and from the acknowledgments of the Northern press, that his loss was much greater than was originally estimated in my report.
       I stated in my original report that after we had driven the enemy from and captured his battery on the Wynn's Ferry road, and were pursuing him around to our right, and after we had met and overcome a fresh force of the enemy on the route towards his gunboats, I called off the pursuit, but in the hurry in which that report was prepared I omitted to state my reasons for so doing. I knew that the enemy had twenty boat loads of fresh troops at his landing, then only about 3 miles distant. I knew, from the great loss my command had sustained during the protracted fight of over seven hours, my command was in no condition to meet a large body of fresh troops, who, I had every reason to believe, were then rapidly approaching the field.
       General Buckner's command, so far as labor was concerned, was comparatively fresh, but its demoralization, from being repulsed by the battery, had unfitted it to meet and fight a large body of fresh troops. I therefore called off the pursuit, explained my reasons to General Floyd, who approved the order. This explanation is now given as necessary to a proper understanding of that order. It is further proper to say that from the moment of my arrival at Donelson I had the whole force engaged night and day in the work of strengthening my position until the fighting commenced and when the fighting ceased at night it was again at work.
       I did not, therefore, and could not, get a single morning report of the strength of my command. The four Virginia regiments did not exceed, I am confident, 350 men each for duty. The Texas regiment did not number 300 men. Several Mississippi regiments were nearly equally reduced, while those of Colonels Voorhies, Abernathy, and Hughes (new regiments) were almost disbanded by measles, and did not exceed 200 men each for duty. Colonel Browder's regiment had but 60 men, and it was, by my order, placed under Captain Parker, to work artillery. All others were greatly reduced by wastage. The whole force, therefore, was greatly less than would be supposed from the number of nominal regiments.
       Of this force General Floyd, under his agreement with General Buckner before he turned over the command, drew out a large portion of his brigade (how many I do not know), by taking possession of the steamer Anderson, which arrived at Dover just before day, and setting them across the river. A large portion of the cavalry, under orders, passed out. All of the cavalry was ordered to cut out, and could have gone out but for the timidity of officers. Several thousand infantry escaped, one way or another, many of whom are now at this place, and all others are ordered here as a rendezvous for reorganization.
       From the list of prisoners published in Northern papers, which I have seen, it required the prisoners of six regiments to make 900 men. I do not believe that the number of prisoners exceeded that stated by the Northern papers, which is put at 5,170 privates.
       During the afternoon of the 15th I had caused the arms lost by the enemy to be gathered up from about half the field of battle, and had hauled and stacked up over 5,000 stand of arms and six pieces of artillery, all of which were lost in the surrender of the place for want of transportation to bring them away.
       In regard to the enemy's force with which we were engaged in the battle of Dover, General Grant, in an official report, says that he had taken 15,000 prisoners; that Generals Floyd and Pillow made their escape with about 15,000 men, and that the forces engaged were about equal. While his estimate of the number of prisoners taken and the number with which General Floyd escaped is wide of the mark, yet the aggregate of the numbers, as given by himself, is 30,000, and his acknowledgment that the forces were about equal furnishes conclusive evidence that we fought 30,000 men, the same number given by prisoners we had taken and agreeing with my original estimate of his strength.
       General Halleck, in a telegraphic dispatch of February 16, from Saint Louis to General McClellan, said he had invested Fort Donelson with a force of 50,000 men, and he had no doubt all communication and supplies were cut off. This corroborates Grant's statement, for the troops which arrived on the 14th and 15th, yet, being twenty steamboat loads, had not reached the battle-field on the morning of the 15th, and it is probable that parts of those that arrived on the evening of the 13th had not reached it.
       These sources of information make it clear that we fought 30,000 of the enemy on the 15th; and that we were reinvested that night with all the enemy's disposable force, including his fresh troops, cannot be doubted.
       Nothing has occurred to change my original estimate of our loss in the several conflicts with the enemy at the trenches, with the gunboats, and in the battle of Dover. My original estimate was that our loss in killed was from 1,500 to 2,000. We sent up from Dover 1,134 wounded. A Federal surgeon's certificate which I have seen says there were about 400 wounded Confederates in the hospital at Paducah, making 1,534 wounded. I was satisfied that the killed would increase the number to 2,000.
       As in the absence still of regimental and brigade commanders it is probable that I have not done justice to all the officers or their commands.
       To Brigadier-General Johnson's report, which is herewith forwarded, I particularly refer for the conduct of officers and commands under his immediate observation during the battle.
       The forces under my immediate command in the conflict with the enemy's right did not exceed 7,000 men, though it never faltered, and drove the enemy from the position of his extreme right slowly but steadily, advancing over 1 miles, carrying the positions of his first battery and two of his guns and of the battery on the Wynn's Ferry road taking four more guns, and afterwards, uniting with General Buckner's command, drove him (the enemy) back, sustained by a large accession of fresh troops. Yet it is manifest that the points of our victory would have been far greater had General Buckner's column been successful in its assault upon the Wynn's Ferry road battery.
       Equally clear is it that the enemy, effecting a lodgment in General Buckner's rifle pits, on his right, brought the command and position into extreme peril, making it absolutely necessary to take immediate action, in which we were under the necessity of cutting our way out, of holding out another day, and throwing the command across the river, or of capitulation. My own position upon these several propositions having been explained more fully and in detail in this my supplemental report, nothing more remains in the performance of my duty to the Government but to subscribe myself, very respectfully, your obedient servant,

Brigadier-General, C. S. Army.

P. S.--That there may be no doubt about the facts stated in this report, I append the sworn testimony of Colonels Burch and Forrest, Majors Henry, Haynes, and Nicholson, to which I ask the attention of the Government.

[Inclosure No. 1.]

February 10, 1862.

        I am apprehensive, from the large accumulation of the enemy's forces in the neighborhood of Fort Henry, that the enemy will attempt to cross the country south of my position and cut my communication by river, thus depriving me of supplies from above. The country south of me is exceedingly broken and rugged, so much so as to be nearly impracticable, but the enemy may possibly make it. His difficulty will be in procuring supplies for his forces, which is one almost (if not altogether) insurmountable. I think that is my safety.
        The conflict of yesterday between our cavalry and that of the enemy resulted in 3 of ours wounded and 20 of ours taken prisoners by being thrown from their horses and in 3 of the enemy killed and 6 mortally wounded. Three of the enemy's gunboats have gone up the Tennessee River above the bridge. The Eastport, which we were converting into gunboat, was burned and sunk, as was one steamboat, to keep them from falling into the hands of the enemy. The enemy have destroyed the high trestle work on the left bank of the Tennessee River, but have not damaged the bridge.
        I am pushing the work on my river batteries day and night, and on my field works and defensive lines on the river also day and night. In one week's time (if I am allowed that much time) I will try very hard to make my batteries bomb-proof. I am now raising the parapets and strengthening them. I got my heavy rifled 32-pounders and 10-inch columbiad in position to-day, and tried them and my whole battery. The trial was most satisfactory. I need two additional heavy guns very much, and if I am not engaged by him in three or six days, I shall apply for the 42-pounders at Clarksville. It is certain that if I cannot hold this position, the two 42-pounders at Clarksville will not arrest his movements by Clarksville. Upon one thing you may rest assured, viz, that I will never surrender the position, and with God's help I mean to maintain it.
        I send up the Hillman for a boat load of flour and meat. Let her bring a full load. You will please give orders accordingly to the commissary of your post. I shall continue to draw supplies of subsistence to this place until I have a heavy store on hand.
        I have established a line of vedettes on the right bank of the Cumberland to within 8 miles of Smithland, so that I will be posted of the movements and advance of the enemy.
        I hope you will order forward at once the tents and baggage of the troops of General Buckner's command, as they are suffering very much for want of them this cold weather.
        I must request that you will forward this letter, after reading it, to General Johnston. My engagements and duties press me so much that I cannot address you both, and knowing his anxiety, I am anxious to place before him the intelligence contained in the letter.

With great respect, your obedient servant,
Brigadier-General, C. S. Army, Commanding.

General FLOYD.

[Inclosure No. 2.]
Statement of Col. John C. Burch.

DECATUR, ALA., March 15, 1862.

        On Saturday evening, February 15, all of the boats which we had at Donelson were sent up the river with our sick, wounded, and prisoners. After supper a council of officers was held at Brigadier-General Pillow's headquarters. I was not present at this council, but during its session, being in an adjoining room, I learned from some officers that intelligence had been received from scouts on the east side of the river that fourteen of the enemy's transports were landing re-enforcements 1 or 2 miles below us, at their usual place of landing.
        After I learned this, and during the session of the same council, two couriers came to Brigadier-General Buckner, one, and perhaps both, sent by Captain Graves, of the artillery--one stating that a large force was forming in front of our right (General Buckner's) wing, the second stating that large bodies of the enemy were seen moving in front of our right around towards our left.
        After the adjournment of this council, about 11 or 12 o'clock, I learned that it had been determined to evacuate the post, cut our way through the right wing of the enemy's investing force, and make our way towards Charlotte, in Dickson County.
Orders were given for the command to be in readiness to march at 4 a.m. After this, being in General Pillow's private room, where Generals Floyd, Pillow, and Buckner all were, two scouts came in, stating that the enemy's campfires could be seen at the same places in front of our left that they had occupied Friday. From the remarks of the generals this information seemed to be confirmatory of information which they had previously received.
        Major Rice, an intelligent citizen of Dover, was called in and interrogated as to the character of the road to Charlotte. His account of it was decidedly unfavorable. In the course of the conversation which then followed among the generals--General Pillow insisting upon carrying out the previous determination of the council--to cut our way out Brigadier-General Buckner said that such was the exhausted condition of the men that if they should succeed in cutting their way out it would be at a heavy sacrifice; and if pursued by the large cavalry force of the enemy they would be almost entirely cut to pieces. General Floyd concurred with General Buckner. General Pillow said: "Then we can fight them another day in our trenches, and by to-morrow night we can have boats enough here to transport our troops across the river and let them make their escape to Clarksville." General Buckner said that such was the position of the enemy on his right, and the demoralization of his forces from exposure and exhaustion that he could not hold his trenches half an hour. As an illustration of the correctness of his remark he said: "You, gentlemen, know that yesterday morning I considered the Second Kentucky (Hanson's) Regiment as good a regiment as there was in the service; yet such was their condition yesterday afternoon that, when I learned the enemy was in their trenches (which were to our extreme right and detached from the others), before I could rally and form them I had to take at least twenty men by the shoulders and pull them into line as a nucleus for formation." General Floyd concurred with General Buckner in his opinion as to the impossibility of holding the trenches longer, and asked: "What shall we do?" General Buckner stated that no officer had a right to sacrifice his men; referred to the various successes since Wednesday at Donelson, and concluded by saying that an officer who had successfully resisted an assault of a much larger force and was still surrounded by an increased force could surrender with honor, and that we had accomplished much more than was required by this rule. General Pillow said that he never would surrender. General Floyd said that he would suffer any fate before he would surrender or fall into the hands of the enemy alive. At the suggestion of some one present he said that personal considerations influenced him in coming to this determination, and further stated that such considerations should never govern a general officer. Colonel Forrest, of the cavalry, who was present, said he would die before he would surrender; that such of his men as would follow him he would take out. General Floyd said he would take his chances with Forrest, and asked General Buckner if he would make the surrender. General Buckner asked him if he (General Floyd) would pass the command to him. General Floyd replied in the affirmative. I understood General Pillow as doing the same. "Then," said General Buckner, "I shall propose terms of capitulation ;" and asked for ink and paper, and directed one of his staff to send for a bugler and prepare white flags to plant at various points on our works.
        Preparations were immediately begun to be made by General Floyd and staff, General Pillow and staff, and Colonel Forrest to leave. This was about 3 a.m. It was suggested by some one that two boats that were known to be coming down might arrive before day, and General Floyd asked if they came that he might be permitted to take off on them his troops. General Buckner replied that all might leave who could before his note was sent to General Grant, the Federal commander. Thus ended the conference.
        After this I met or called General Pillow in the passage, and asked him if there was any possibility of a misunderstanding as to his position. He thought not; but I suggested to him the propriety of again seeing Generals Floyd and Buckner, and see that there was no possibility of his position being misunderstood by them. He said he would, and returned to the room in which the conference was held.
        In my statement of what transpired and of the conversations that were had I do not pretend to have given the exact language used, and I may be mistaken as to the order of the remarks that I have endeavored to narrate.

Aide to General Pillow.

Sworn to and subscribed before me this 15th day of March, 1862.
Intendant of the Town of Decatur, Ala.,
and ex-officio Justice of the Peace.

[Inclosure No. 3.]
Statement of Col. N. B. Forrest.

MARCH 15, 1862.

        Between 1 and 2 o'clock on Sunday morning, February 16, being sent for, I arrived at General Pillow's headquarters, and found him, General Floyd, and General Buckner in conversation. General Pillow told me that they had received information that the enemy were again occupying the same ground they had occupied the morning before. I told him I did not believe it, as I had left that part of the field, on our left, late the evening before. He told me he had sent out scouts, who reported a large force of the enemy moving around to our left. He instructed me to go immediately and send two reliable men to ascertain the condition of a road running near the river bank and between the enemy's right and the river, and also to ascertain the position of the enemy. I obeyed his instructions and awaited the return of the scouts. They stated that they saw no enemy, but could see their fires in the same place where they were Friday night; that from their examination and information obtained from a citizen living on the river road the water was about to the saddle skirts, and the mud about half-leg deep in the bottom where it had been overflowed. The bottom was about a quarter of a mile wide and the water then about 100 yards wide.
        During the conversation that then ensued among the general officers General Pillow was in favor of trying to cut our way out. General Buckner said that he could not hold his position over half an hour in the morning, and that if he attempted to take his force out it would be seen by the enemy (who held part of his intrenchments), and be followed and cut to pieces. I told him that I would take my cavalry around there and he could draw out under cover of them. He said that an attempt to cut our way out would involve the loss of three-fourths of the men. General Floyd said our force was so demoralized as to cause him to agree with General Buckner as to our probable loss in attempting to cut our way out. I said that I would agree to cut my way through the enemy's lines at any point the general might designate, and stated that I could keep back their cavalry, which General Buckner thought would greatly harass our infantry, in retreat. General Buckner or General Floyd said that they (the enemy) would bring their artillery to bear on us. I went out of the room, and when I returned General Floyd said he could not and would not surrender himself. I then asked if they were going to surrender the command. General Buckner remarked that they were. I then slated that I had not come out for the purpose of surrendering my command, and would not do it if they would follow me out; that I intended to go out if I saved but one man; and then turning to General Pillow I asked him what I should do. He replied, "Cut your way out." I immediately left the house and sent for all the officers under my command, and stated to them the facts that had occurred and stated my determination to leave, and remarked that all who wanted to go could follow me, and those who wished to stay and take the consequences might remain in camp.  All of my own regiment and Captain Williams, of Helm's Kentucky regiment, said they would go with me if the last man fell. Colonel Gantt was sent for and urged to get out his battalion as often as three times, but he and two Kentucky companies (Captains Wilcox and Huey) refused to come. I marched out the remainder of my command, with Captain Porter's artillery horses, and about 200 men of different commands up the river road and across the overflow, which I found to be about saddle-skirt deep. The weather was intensely cold;  a great many of the men were already frost-bitten, and it was the opinion of the generals that the infantry could not have passed through the water and have survived it.

Colonel, Commanding Forrest's Regiment of Cavalry.

Sworn to and subscribed before me on the 15th day of March, 1862.
Intendant of the Town of Decatur, Ala.,
and ex-officio Justice of the Peace.

[Inclosure No. 4.]
Statement of Maj. Gus. A. Henry.

DECATUR, ALA., March 13, 1862.

        On the morning of February 16 I was present during the council of war, held in Brigadier-General Pillow's headquarters, at Dover, Tenn., Generals Floyd, Pillow, Buckner, and General Pillow's staff being present. On account of being very much exhausted from the fight of the 15th instant I slept the forepart of the night, and came down-stairs from my room into General Pillow's about 1 or 2 o'clock. At the time I entered General Pillow's room it had been decided that we should fight our way out, and General Pillow gave me orders to gather up all the papers and books belonging to my department; whereupon I immediately executed the orders given to me, and then returned to General Pillow's room, when a change of operations had been decided upon, on account of information received from scouts, ordered out by General Pillow, to ascertain whether the enemy had reoccupied the ground they were driven from the day previous. The scouts returned and reported that the enemy had swung entirely around, and were in possession of the very same ground. General Pillow, being still in doubt, sent a second party of scouts, who made a thorough reconnaissance, and reported that the woods were perfectly alive with troops, and that their campfires were burning in every direction.
        General Pillow then sent a party of cavalry to inspect a slough that was filled with backwater from the river, to see if infantry could pass. They returned, after having made a thorough examination horseback and on foot, and reported that infantry could not pass, but they thought cavalry could.
        Communication being thus cut off, General Pillow urged the propriety of making a desperate attempt to cut our way out, whatever might be the consequences, or make a fight in the work and hold our position one more day, by which time we could get steamboats sufficient to put the whole command over the river and make our escape by the way of Clarksville.
General Buckner then said that, in consequence of the worn-out condition and demoralization of the troops under his command, and the occupation of his rifle pits on his extreme right by the enemy, he could not hold his position a half hour after being attacked, which he thought would begin about daylight.
        General Pillow then said that by the enemy's occupation of the rifle pits on General Buckner's right it was an open gateway to our river battery, and that he thought we ought to cut our way through, carrying with us as many as possible, leaving the killed and wounded on the field.
        General Buckner then said that it would cost three-fourths of the command to get the other out, and that he did not think any general had the right to make such a sacrifice of human life.
        General Floyd agreed with General Buckner on this point.
        General Pillow then rose up and said, "Gentlemen, as you refuse to make an attempt to cut our way out, and General Buckner says he will not be able to hold his position a half hour after being attacked, there is only one alternative left, that is capitulation," and then and there remarked that he would not surrender the command or himself; that he would die first.
        General Floyd then spoke out, and said that he would not surrender the command or himself.
        General Buckner remarked that, if placed in command, he would surrender the command and share its fate.
        General Floyd then said, "General Buckner, if I place you in command, will you allow me to get out as much of my brigade as I can?"
        General Buckner replied, "I will, provided you do so before the enemy receives my proposition for capitulation."
        General Floyd then turned to General Pillow and said, "I turn the command over, sir."
        General Pillow replied promptly, "I pass it."
        General Buckner said, "I assume it. Give me pen, ink, and paper, and send for a bugler."
        General Pillow then started out of the room to make arrangements for his escape, when Colonel Forrest said to him, "General Pillow, what shall I do?" General Pillow replied, "Cut your way out, sir." Forrest said, "I will do it," and left the room.

Assistant Adjutant-General.
Brigadier-General PILLOW.

Morgan County, ss:

This day personally came before me, Levi Sugars, intendant of the town of Decatur, county and State aforesaid, Maj. Gus. A. Henry, jr., who makes oath in due form of law that the above statements are true.

Assistant Adjutant-General.

Sworn to and subscribed before me on the 14th day of March, 1862.

Inclosure No. 5.]
Statement of Maj. W. H. Haynes.

Decatur, Ala., March 13, 1862.

        I was present at the council of officers held at Brig. Gen. Gideon J. Pillow's headquarters, in the town of Dover, Tenn., on the morning of February 16. Was awoke in my quarters at 1 a.m. by Col. John C. Burch, aide-de camp, and ordered to report to General Pillow forthwith. I instantly proceeded to headquarters, where I saw Brigadier-Generals Floyd, Pillow, and Buckner, Colonel Forrest, Majors Henry (assistant adjutant-general), Gilmer, and Jones, and Lieutenants Nicholson and Martin; the two latter volunteer aides to General Pillow. On my entrance into the room I was accosted by General Pillow, and, being taken to one side, was informed by him that they had determined to cut their way through the enemy's lines and retreat from Dover to Nashville, and he desired me to destroy all the commissary stores and then make my escape across the river. I desired to know at what hour General Pillow wished his order to be executed, when, looking at his watch, he replied, "At 5.30 o'clock." I then retired from the room to inform my assistants of the order, but in an hour returned to headquarters.
        On re-entering the room heard General Buckner say, "I cannot hold my position half an hour after the attack," and General Pillow, who was sitting next to General Buckner and immediately fronting the fireplace, promptly asked, "Why can't you?" at the same time adding, "I think you can hold your position; I think you can, sir." General Buckner retorted, "I know my position; I can only bring to bear against the enemy about 4,000 men, while he can oppose me with any given number." General Pillow then said: Well, gentlemen, what do you intend to do; I am in favor of fighting out." General Floyd then spoke and asked General Buckner what he had to say, and General Buckner answered quickly, that to attempt to cut a way through the enemy's lines and retreat would cost a sacrifice of three-fourths of the command, and no commander had a right to make such a sacrifice. General Floyd, concurring, remarked, "We will have to capitulate; but, gentlemen, I cannot surrender; you know my position with the Federals; it wouldn't do; it wouldn't do;" whereupon General Pillow, addressing General Floyd, said, "I will not surrender myself nor the command; will die first." "Then I suppose, gentlemen," said General Buckner, "the surrender will devolve upon me." General Floyd replied, speaking to General Buckner, "General, if you are put in command will you allow me to take out by the river my brigade?" "Yes, sir," responded General Buckner, "if you move your command before the enemy act upon my communication offering to capitulate." "Then, sir," said General Floyd, "I surrender the command," and General Pillow, who was next in command, very quickly exclaimed, "I will not accept it ; I will never surrender ;" and while speaking turned to General Buckner, who remarked, "I will accept and share the fate of my command," and called for pen, ink, paper, and a bugler.
        After the capitulation was determined upon General Pillow wished to know if it would be improper for him to make his escape, when General Floyd replied that the question was one for every man to decide for himself, but he would be glad for every one to escape that could. "Then, sir, I shall leave here," replied General Pillow. Colonel Forrest, who was in the room and heard what passed, then spoke: "I think there is more fight in these men than you all suppose, and, if you will let me, I will take out my command." General Pillow, responding to him, "Yes, sir; take out your command; cut your way out." Generals Floyd and Buckner assented, General Floyd by saying, "Yes, take out your command," and General Buckner by expressing, "I have no objection."
        The means of getting away was then discussed, and soon after we began to disperse. While the gentlemen were leaving the room I approached General Buckner and wished to know if General Pillow's order to destroy the commissary stores should be carried out, and he answered, "Major Haynes, I countermand the order."
        It may be proper for me to say that I never met General Pillow before the morning of February 9, having been upon Brig. Gen. Charles Clark's staff since my entrance into the service, and only went to Donelson with General Pillow to take temporary charge of the commissariat. General Pillow assigned me to duty on his staff after arriving at Donelson, February 10.

Major and Brigade Commissary.

Morgan County, ss:

Personally appeared before me, Levi Sugars, intendant of the town of Decatur, and ex officio justice of the peace, Maj. W. H. Haynes, who makes oath that the statements herein made, relating to what was said in the council of officers on the morning of February 16, 1862, is true.

Major and Brigade Com., Prov. Army, Confederate States.

Sworn to and subscribed before me on this the 14th of March, 1862.

[Inclosure No. 6.]
Hunter Nioholson's statement.

        I was present at the council of war, held at Brigadier-General Pillow's headquarters, in Dover, on Saturday night, February 15, 1862. I came into the room about 2 o'clock. There were present Generals Floyd, Pillow, and Buckner, Major Gilmer, Colonel Forrest, and several staff officers, among whom I distinctly remember Major Henry and Colonel Burch, of General Pillow's staff.
        The generals were discussing the necessity and practicability of marching the forces out of the intrenchments and evacuating the place. Major Rice, a resident of Dover, and aide-de-camp of General Pillow, was describing the nature of the country and character of the roads over which the army would have to pass. He referred to some citizen--I think a doctor, but do not remember his name--whom he represented as more familiar with the roads. In a little while, or perhaps during the conversation of Major Rice, the gentleman referred to was announced. He gave a description of the roads which, from my ignorance of the locality, I am unable to repeat. The substance was, however, that, though exceedingly difficult, it was possible to pass the roads with light baggage trains. General Pillow asked most of the questions propounded to this gentleman, as also those to Major Rice.
        At this point I was called into an adjoining room, where I remained but a few minutes. When I returned Major Jones, brigade-quarter-master, was just entering the room. General Pillow at once approached him, and taking him a little one side, explained to him that it had been determined to evacuate the place, and that he must prepare to burn the quartermaster's stores in his hands. Major Jones inquired at what time. General Pillow replied, "About daybreak; about 5.30 o'clock." Major Jones left very soon, and I did not see him in the room afterwards, that I recollect. In a few minutes Major Haynes, brigade commissary, entered the room, and received similar instructions as to the commissary stores under his charge.
        About this time a scout was ushered in, who answered that the enemy had reoccupied the lines from which they had been driven during the fight on Saturday. General Pillow doubted if the scout was not mistaken; so another was sent out. About half an hour had elapsed when Major Haynes returned and remained near me in the room during the remainder of the discussion. Just as he entered General Buckner remarked, "I am confident that the enemy will attack my lines by light, and I cannot hold them for half an hour." General Pillow replied quickly, "Why so; why so, general?" General Buckner replied, "Because I can bring into action not over 4,000 men, and they demoralized by long and uninterrupted exposure and fighting, while they can bring any number of fresh troops to the attack." General Pillow replied, "I differ with you. I think you can hold your lines; I think you can, sir." General Buckner replied, "I know my position, and I know that the lines cannot be held with my troops in the present condition." General Floyd, it was, I think, who then remarked, "Then, gentlemen, a capitulation is all that is left us." To which General Pillow replied, "I do not think so; at any rate, we can cut our way out." General Buckner replied, "To cut our way out would cost three-fourths of our men, and I do not think any commander has a right to sacrifice three-fourths of his command to save one-fourth." To which General Floyd replied, "Certainly not."
        About this time the second scout sent out returned, and reported the enemy in force occupying the position from which they had been driven. Thereupon two of Colonel Forrest's cavalry were sent to examine the backwater and report if it could be crossed by the army. These scouts returned in a short time and reported that cavalry could pass, but infantry could not. General Buckner then asked, "Well, gentlemen, what are we to do?" General Pillow replied, "You understand me, gentlemen; I am for holding out at least to-day, getting boats, and crossing the command over the river. As for myself, I will never surrender the command or myself; I will die first." General Floyd replied, "Nor will I; I cannot and will not surrender, but I must confess personal reasons control me." General Buckner replied, "But such considerations should not control a general's actions." General Floyd replied, "Certainly not; nor would I permit it to cause me to sacrifice the command." General Buckner replied, "Then I suppose the duty of surrendering the command will devolve on me." General Floyd asked, "How will you proceed?" General Buckner replied, "I will send a flag asking for General Grant's quarters, that I may send a message to him. I will propose an armistice of six hours to arrange terms." A pause here ensued. Then General Buckner asked, "Am I to consider the command as turned over to me?" General Floyd replied, "Certainly, I turn over the command." General Pillow replied quickly, "I pass it; I will not surrender." General Buckner then called for pen, ink, and paper, and a bugler. General Floyd then said, "Well, general, will I be permitted to take my little brigade out if I can?"   General Buckner replied, "Certainly, if you can get them out before the terms of capitulation are agreed on." Colonel Forrest then asked, "Gentlemen, have I leave to cut my way out with my command?" General Pillow replied, "Yes, sir; cut your way out;" and, continuing, "Gentlemen, is there anything wrong in my leaving?" General Floyd replied, "Every man must judge for himself of that." General Pillow replied, "Then I shall leave this place." Here General Pillow left the room, but returned in a short time, and, taking a seat between Generals Floyd and Buckner, said, "Gentlemen, in order that we may understand each other, let me state what is my position; I differ with you as to the cost of cutting our way out, but if it were ascertained that it would cost three-fourths of the command, I agree that it would be wrong to sacrifice them for the remaining fourth." Generals Floyd and Buckner replied, "We understand you, general, and you understand us." After this I left the room, and soon after the place.


Sworn to and subscribed before me on this 18th day of March, 1862.
Intendant of the Town of Decatur, Ala.,
and ex-officio Justice of the Peace.