FEBRUARY 12-16, 1862.
Siege and Capture of Fort Donelson, Tennessee.
Report of Brig. Gen. Lewis Wallace, U.S. Army, commanding Third Division

HEADQUARTERS THIRD DIVISION U.S. FORCES,
District of West Tennessee, Fort Henry, February 20, 1862.

Capt. JOHN A. RAWLINS,
Asst. Adjt. Gen. U. S. Forces, District West Tennessee

       SIR: A report of the action of my division before Fort Donelson has been delayed from various causes. I submit it to the general speedily as possible.
       The Third Division, assigned to me, consisted of the Thirty-first Indiana, Lieutenant-Colonel Osborn commanding; Seventeenth Kentucky, Col. John H. McHenry; Forty-fourth Indiana, Col. Hugh B. Reed, and the Twenty.fifth Kentucky, Col. James M. Shackelford, all constituting the First Brigade, Col. Charles Cruft commanding; also, the First Nebraska, Lieutenant-Colonel McCord; Seventy-sixth Ohio, Colonel Woods; Sixty-eighth Ohio, Colonel Steedman, constituting the Third Brigade, Col. John M. Thayer commanding. A brigade numbered two in the order was not found together as an organization before or after the action. Three regiments--the Forty-sixth Illinois, Colonel Davis; Fifty-seventh Illinois, Colonel Baldwin, and the Fifty-eighth Illinois, Colonel Lynch, believed to be a portion of the last-mentioned brigade--came up on Saturday during the action and were attached to Colonel Thayer's command.
       The position of the Third Division was in the center of the line of attack, General McClernand being on the right and General Smith on the left. My orders, received from General Grant, were to hold my position and prevent the enemy from escaping in that direction; in other words, to remain there and repel any sally from the fort. Under the orders I had no authority to take the offensive. The line established for my command was on the cone of a high ridge, thickly wooded to the front and rear, and traversed by a road which made the way of communication from the right to the left of our army. The right of my division, when posted, was within good supporting distance from General McClernand and not more than 500 yards from the enemy's outworks; indeed, my whole line was within easy cannon-shot from them.
       The evening of the 14th (Friday) was quiet, broken at intervals by guns from the rebels. At night pickets were sent to the front along the line, which was retired somewhat behind the ridge, to enable the men in safety to build fires for their bivouacs. They laid down as best they could on beds of ice and snow, a strong, cold wind making the condition still more disagreeable.
       The morning of the 15th my division formed line early, called up by the sound of battle raging on the extreme right, supposed at first to be General McClernand attacking. The firing was very heavy and continuous, being musketry and artillery mixed. About 8 o'clock came a message from General McClernand, asking assistance. It was hurried to headquarters, but General Grant was at that time on board one of the gunboats, arranging, as was understood, an attack from the riverside. Before it was heard from, a second message reached me from Generat McClernand, stating substantially that the enemy had turned his flanks, and were endangering his whole command. Upon this Colonel Cruft was instantly ordered to move his brigade on to the right and report to General McClernand. Imperfectly directed by a guide, the colonel's command was carried to the extreme right of the engaged lines, where it was attacked by a largely superior force, and, after the retreat or retirement of the division he was sent to support, for a time bore the brunt of the battle. After a varied struggle, charging and receiving charges, the enemy quit him, when he fell back in position nearer to support, his ranks in good order and unbroken except where soldiers of other regiments plunged through them in hurried retreat. In this way a portion of Colonel Shackelford's regiment (Twenty-fifth Kentucky) and about 20 of the Thirty-first Indiana, with their commanding officers, became separated from their colors.
       Soon fugitives from the battle came crowding up the hill in rear of my own line, bringing unmistakable signs of disaster. Captain Rawlins was conversing with me at the time, when a mounted officer galloped down the road, shouting "We are cut to pieces." The result was very perceptible. To prevent a panic among the regiments of my Third Brigade I ordered Colonel Thayer to move on by the right flank. He promptly obeyed. Going in advance of the movement myself, I met portions of regiments of General McClernand's division coming back in excellent order, conducted by their brigade commanders, Colonels Wallace, Oglesby, and McArthur, and all calling for more ammunition, want of which was the cause of their misfortune.
       Colonel Wallace, whose coolness under the circumstances was astonishing, informed me that the enemy were following and would shortly attack. The crisis was come. There was no time to await orders. My Third Brigade had to be thrust between our retiring forces and the advancing foe. Accordingly, I conducted Colonel Thayer's command up the road to where the ridge dips towards the rebel works, and directed the colonel to form a new line of battle at a right angle with the old one; sent for Company A, Chicago Light Artillery, and dispatched a messenger to inform General Smith of the state of affairs and ask him for assistance.        The head of Colonel Thayer's column filed right double-quick. Lieutenant Wood, commanding the artillery company sent for, galloped up with a portion of his battery and posted his pieces so as to sweep approach by the road in front. A line of reserve was also formed at convenient distance in rear of the first line, consisting of the Seventy-sixth Ohio and the Forty-sixth and Forty-seventh Illinois. The new front thus formed covered the retiring regiments, helpless from lack of ammunition, but, which coolly halted not far off, some of them actually within reach of the enemy's musketry, to refill their cartridge boxes, and, as formed, my new front consisted of Wood's battery across the road; on the right of the battery the First Nebraska and Fifty-eighth Illinois; left of the battery a detached company of the Thirty-second Illinois, Captain Davidson, and the Fifty-eighth Ohio, it s left obliquely retired. Scarcely had this formation been made when the enemy attacked, coming up the road and through the shrubs and trees on both sides of it, and making the battery and the First Nebraska the principal points of attack. They met the storm, no man flinching, and their fire was terrible. To say they did well is not enough. Their conduct was splendid. They alone repelled the charge. Colonel Cruft, as was afterwards ascertained, from his position saw the enemy retire to their works pell-mell and in confusion. Too much praise cannot be given Lieutenant Wood and his company and Lieutenant-Colonel McCord and his sturdy regiment. That was the last sally from Fort Donelson.
       This assault on my position was unquestionably a bold attempt to follow up the success gained by the enemy in their attack upon our right. Fortunately it was repelled. Time was thus obtained to look up Colonel Cruft's brigade, which after considerable trouble was found in position to the right of my new line, whither it had fallen back. Riding down its front I found the regiments in perfect order, having done their duty nobly but with severe loss, and eager for another engagement. The deployment of a line of skirmishers readily united them with Colonel Thayer's brigade, and once more placed my command in readiness for orders.
       About 3 o'clock General Grant rode up the hill and ordered an advance and attack on the enemy's left, while General Smith attacked their right. At General McClernand's request I undertook the proposed assault. Examining the ground forming the position to be assailed (which was almost exactly the ground lost in the morning), I quickly arranged my column of attack. At the head were placed the Eighth Missouri, Col. M. L. Smith, and the Eleventh Indiana, Col. George F. McGinnis, the two regiments, making a brigade, under Colonel Smith. Colonel Cruft's brigade completed the column. As a support two Ohio [Seventeenth and Forty-ninth Illinois] regiments under Colonel Ross were moved up and well advanced on the left, flank of the assailing force, but held in reserve. Well aware of the desperate character of the enterprise, I informed the regiments of it as they moved on, and they answered with cheers and cries of "Forward!" "Forward!" and I gave the word.
       My directions as to the mode of attack were general, merely to form columns of regiments, march up the hill which was the point of assault, and deploy as occasion should require. Colonel Smith observed that form, attacking with the Eighth Missouri in front. Colonel Cruft, however, formed line of battle at the foot of the hill, extending his regiments around to the right. And now began the most desperate, yet in my opinion the most skillfully executed, performance of the battle.
       It is at least 300 steps from the base to the top of the hill. The ascent is much broken by outcropping ledges of rock and for the most part impeded by dense underbrush. Smith's place of attack was clear, but rough and stony. Cruft's was through the trees and brush. The enemy's lines were distinctly visible on the hill-side. Evidently they were ready. Colonel Smith began the fight without Waiting for the First Brigade. A line of skirmishers from the Eighth Missouri sprang out and dashed up, taking intervals as they went, until they covered the head of the column. A lively fire opened on them from the rebel pickets, who retired, obstinately contesting the ground. In several instances assailant and assailed sought cover behind the same tree. Four rebel prisoners were taken in this way, of whom 2 were killed by a shell from their own battery while being taken to the rear.
       Meantime the regiments slowly followed the skirmishers. About quarter the way up they received the first volley from the hill-top around which it ran, a long line of fire disclosing somewhat of the strength of the enemy. Instantly, under order of Colonel Smith, both his regiments laid down. The skirmishers were the chief victims. George B. Swarthout, captain of Company H, Eighth Missouri, was killed, gallantly fighting far in advance. Soon as the fury of the fire abated both regiments rose up and rushed on, and in that way they at length closed upon the enemy, falling when the volleys grew hottest, dashing on when they slackened or ceased. Meanwhile their own fire was constant and deadly. Meanwhile, also, Colonel Cruft's line was marching up in support and to the right of Colonel Smith. The woods through which he was moving seemed actually to crackle with musketry. Finally the Eighth and Eleventh cleared the hill, driving the rebel regiments at least three-quarters of a mile before them and halting within 150 yards of the intrenchments behind which the enemy took refuge. This was about 5 o'clock, and concluded the day's fighting. In my opinion it also brought forth the surrender.
        While the fighting was in progress an order reached me through Colonel Webster to retire my column, as a new plan of operations was in contemplation for the next day. If carried out, the order would have compelled me to give up the hill so hardly recaptured. Satisfied that the general did not know of our success when he issued the direction, I assumed the responsibility of disobeying it, and held the battle ground that night. Wearied as they were, few slept, for the night was bitter cold, and they had carried the lost field of the morning's action, thickly strewn with the dead and wounded of McClernand's regiments. The number of Illinoisans there found mournfully attested the desperation of their battle and how firmly they had fought it. All night and till far in the morning my soldiers, generous as they were gallant, were engaged ministering to and removing their own wounded and the wounded of the First Division, not forgetting those of the enemy.
       Next morning about daybreak Lieutenant Ware, my aide-de-camp, conducted Colonel Thayer's brigade to the foot of the hill. Lieutenant Wood's battery was also ordered to the same point, my intention being to storm the intrenchments about breakfast time. While making disposition for that purpose a white flag made its appearance. The result was that I rode to General Buckner's quarters, sending Lieutenant Ross with Major Rogers, of the Third Mississippi (rebel) Regiment, to inform General Grant that the place was surrendered and my troops in possession of the town and all the works on the right.
       In concluding, it gives me infinite pleasure to call attention to certain officers and men of my division. If General McClernand has knowledge of the prompt assistance Colonel Cruft and his brigade carried his brave but suffering regiments in the terrible battle of Saturday morning his notice of their conduct will make it superfluous for me to praise it. In the afternoon's fight for the recapture of the hill the colonel led his tired column with unabated courage. Maj. Fred. Am, Thirty-first Indiana; Col. James M. Shackelford, Twenty-fifth Kentucky; Col. Hugh B. Reed, Forty-fourth Indiana, and Col. John If. McHenry, Seventeenth Kentucky, and their field and company officers, all won honor and lasting praise, nor can less be given to the valor and endurance of the men who composed their regiments.
       To the promptness and courage of Colonel Thayer, commanding Third Brigade, in the execution of my orders on the occasion, I attribute in a large degree the repulse of the enemy in their attack upon my position about 10.30 or 11 o'clock in the morning. There can be no question about the excellence of his conduct during that fierce trial. Lieutenant-Colonel McCord and his First Nebraska Regiment, and Lieut. P. P. Wood and his company, A, Chicago Light Artillery, have already been spoken of in terms warmer than mere commendation.
       I have reserved for the last the mention of that officer whose mention I confess gives me most pleasure--Col. Morgan L. Smith. This officer led his old regiment, the Eighth Missouri, and the Eleventh Indiana, united as a brigade under his command, in the charge that resulted in the recapture of our position on the right. Words cannot do justice to his courage and coolness. All through the conflict I could see him ride to and fro, and could hear his voice, clear as a bugle's, and as long as I heard it I knew the regiments were safe and their victory sure. Promotion has been frequently promised him; if it does not come now Missouri will fail to recognize and honor her bravest soldier.
       To Major McDonald, commanding Eighth Missouri, and to Colonel McGinnis, Lieut. Col. W. J. H. Robinson, and Maj. I. C. Elston, of the Eleventh Indiana, and the officers and men of both those regiments, most honorable mention is due.
       Capt. Fred. Knefler, my assistant adjutant-general, and Lieuts. James R. Ross and Addison Ware, my aides-de-camp, rendered me prompt and efficient service in the field. Their courage and fidelity have earned my lasting gratitude. Nor am I less indebted to my orderlies, Thomas W. Simpson and Bird Fletcher, of Company I, Fourth U.S. Cavalry, both of whom are brave, intelligent soldiers, worthy promotion.
       Of that portion of my division not mentioned as in action I would say they were being carefully saved for the proposed assault on Sunday. Had the surrender not taken place they would have been placed foremost in the attack. When my position was attacked in the forenoon they were under fire, and by their patient endurance and soldierly behavior won my fullest confidence. The regiments alluded to were the Seventy-sixth, Sixty-eighth, and Fifty-eighth Ohio and the Forty-sixth and Fifty-seventh Illinois.
        Maj. T. W. Fry, surgeon, attached to my staff, who performed his duties in the most skillful manner, freely exposing himself, will at the earliest moment furnish a list of the casualties that happened in my division during the battle.
       Sincerely hoping the general may prove as fortunate in every battle he may have occasion to fight, I beg leave to congratulate him off his success in this one, and subscribe myself, most respectfully, his very obedient servant,

LEW. WALLACE,
General, Third Division.

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