EADQUARTERS RIGHT WING, ARMY OF THE POTOMAC,
Near Antietam Bridge, September 30, 1862

Brig. Gen. S. WILLIAMS,
Adjutant-General.

GENERAL: I have the honor to report the following operations of my command during the late campaign of the Army of the Potomac in Maryland:

On the 7th day of September I was placed in command of the right wing of the army, composed of the Third and Ninth Army Corps, commanded respectively by Major-Generals Hooker and Reno, and, under the direction of the general commanding, I moved upon Frederick City by way of Leesborough, Brookville, and Damascus, arriving at the Monocacy Bridge in the afternoon of the 11 th instant, which bridge was carried after a slight resistance on the part of the enemy. Very soon after, a charge was made by Cox's division upon Frederick City, then occupied by a small force of the enemy which force was driven out, and the place and suburbs occupied by our troops.

Our loss in the skirmish was 2 killed and 7 prisoners, including Colonel Moor, of the Thirtieth [Twenty-eighth] Ohio Regiment (Volunteers), who led the charge into the town. General Pleasonton's brigade of cavalry entered the town simultaneously with General Reno's corps, and the two commands at once occupied all the approaches to the place.

On the following morning General Pleasonton, being directed by the general commanding to move his forces in the direction of Middletown and Jefferson, with a view to reconnoitering the South Mountain passes and communicating with General Franklin, called upon me for infantry support to carry out the movements. A portion of General Rod man's division was sent to the main body under General Pleasonton, and the remainder sent to report to Colonel Rush, who was in command of the force ordered to communicate with General Franklin by way of Jefferson. The valuable assistance rendered by these forces is set forth in the reports of General Pleasonton and Colonel Rush.

After General Pleasonton had driven the enemy from the gap in Catoctin Mountains on the main pike, I ordered General Reno's corps to move at once to Middletown, and, by direction of the general commanding General Hooker's corps, was ordered to proceed next morning at daylight to the same place, and I moved my headquarters up to General Reno's corps.

Early on the morning of the 14th, General Pleasonton commenced his reconnaissance of Turner's Gap and South Mountain, assisted by Cox's division, supported by Willcox's division, of General Reno's corps, and found the enemy in force. General Pleasonton had reconnoitered the ground fully, and, after posting Benjamin's and Gibson's batteries on the high grounds immediately in front of the gap, indicated to Cox's division the road that should be taken in order to turn the enemy's right. This division and Willcox's division became engaged immediately.

Soon after, I arrived on the ground with General Reno, and directed him to order up General Rodman's and General Sturgis' division to sup port Cox's division, which had passed up to the left of the main gap by the Sharpsburg road over the South Mountain. After these divisions had passed on to the front, General Reno moved on and took the immediate command of his corps. Soon after, General Hooker's corps arrived, composed of the divisions of Generals Meade, Ricketts, Hatch, and Doubleday, and I ordered it to move up to the right of the main pike, by the Old Hagerstown road, and, if possible, turn the enemy's left and get in his rear. At the same time I detached from his corps General Gibbon's brigade, with Captain Campbell's battery, for the purpose of making a demonstration upon the enemy's center, up the main pike, as soon as the movements of Generals Hooker and Reno had sufficiently progressed. At the same time 1 sent orders to General Reno, whose corps had been sharply engaged all the morning, to move upon the enemy's position with his whole three as soon as I informed him that General Hooker was well advanced up the crest of the mountain on our right.

About this time the general commanding arrived on the ground, and I repeated to him my dispositions, which he fully approved. He remained at my headquarters during the remainder of the engagement, and I reported to him, personally, all the orders that I gave from that time.

The orders given to both Generals Hooker and Reno were most skillfully and successfully executed, after which General Gibbon was ordered forward just before sunset, and succeeded in pushing his command up the main road to within a short distance of the crest of the main pass, during which movement he had a most brilliant engagement after night-fall, our forces gradually driving the enemy before them.

At this time, say 8 p.m., the enemy had been driven from their strong positions, and the firing ceased, except upon our extreme left, where General Reno's division, then under command of General Cox (General Reno having been killed about 7 p.m.), were partially engaged till 10 o'clock.

My command, having been engaged for a greater part of the day upon the crests of the mountain without water, and many without food, were very much exhausted. Nevertheless they maintained their positions, and were ready on the following morning for an advance on the enemy, who had retreated in the direction of Sharpsburg during the night.

For the details of the movement I respectfully refer the general commanding to the reports of the division, brigade, regimental, and battery commanders.

From Generals Reno and Hooker I have received no reports, the former having been killed during the action, and the latter severely wounded three days after at the battle of Antietam. To these two gallant generals, with the officers and soldiers under their commands, the country is indebted for this day's victory, in achieving which many gallant men were lost to our cause.

I will not attempt in a public report to express the deep sorrow which the death of the gallant Reno caused me. A long and intimate acquaintance, an extended service on the same field, and an intimate knowledge of his high and noble character had endeared him to me, as well as to all with whom he had served. No more valuable life than his has been lost during this contest for our country's preservation.

Our loss during this engagement was 312 killed, 1,234 wounded, and 22 missing, among whom were some of our most valuable officers and men. The losses of the enemy far exceeded our own in killed, and probably in wounded, and we captured 1,500 prisoners. Their force present was probably not as large as our own, but they were posted in strong positions--behind stone fences, in thick woods, on the tops of crests, and in ravines.

A topographical survey is being made, which will show the nature of the country and the disposition of the troops, and I feel sure that history will demonstrate this to have been one of the many brilliant engagements of the war.

On the morning of the 15th instant General Hooker's corps was temporarily detached by the general commanding and ordered in pursuit of the enemy by way of Boonsborough, and I was ordered in pursuit with the remainder of the command by the Sharpsburg road, reaching about sundown the neighborhood of Sharpsburg, where the enemy was found to be in position, when my command was ordered by the general commanding into position on the extreme left, under the crest of the mountain opposite the middle Antietam Bridge.

On the next day (16th)I was ordered by the general commanding to place our batteries on the crests of the hills near the bridge, the infantry being moved forward in support, and the commands were immediately placed in their proper positions.

The accompanying maps will give accurately the positions taken at this time, as well as the successive positions, which avoids the necessity of a more detailed description.

General Cox was still retained in temporary command of the Ninth Army Corps, which was the only portion of my command then with me, and my orders were to a great extent given directly to him, and I would respectfully refer the general commanding to his very excellent and minute report. The distribution of the forces was as follows: On the crest of the hill immediately in front of the bridge was Benjamin's battery of six 20-pounders, with the remaining batteries in rear of the crest under partial cover; in rear of Benjamin's battery on the extreme right, joining on to General Sykes' division, was General Crook's brigade, with General Sturgis' division in his rear; on the left, and in rear of Benjamin's battery, was Rodman's division, with Scammon's brigade in support; General Willcox's division was held in reserve. The whole command bivouacked in these positions in three lines on the night of the 16th.

On the morning of the 17th the enemy opened a heavy artillery fire on our lines, but did us little harm. Our batteries were soon brought to bear on their batteries, which were soon silenced and two of his caissons blown up.

About this time I received an order from the general commanding to make my dispositions to carry the stone bridge over the Antietam nearly opposite our center, but to await further orders before making the attack. I accordingly threw my lines forward.

The disposition of the troops at this time was as follows: General Crook's brigade and General Sturgis' division immediately in front of the bridge and the ford, a short distance above, their front covered by the Eleventh Connecticut, Col. H. W. Kingsbury, thrown out as skirmishers; General Rodman's division, with Scammon's brigade in support, opposite the ford, some three-quarters of a mile below the bridge; General Willcox's division in the woods at the left of Benjamin's battery, in rear of the other lines. Benjamin's battery retained its original position, and the following batteries were placed in advance on his right and left, those on the left overlooking the bridge and the heights above it; Clark's and Durell's on the right; Muhlenberg's, Cook's, and McMullin's on the left, and one section of Simmonds' with Crook's brigade and one section with Benjamin's battery. The battery of Dahlgren boat howitzers, attached to the Ninth New York, covered the crossing of Rodman's division at the ford below.

At 10 o'clock I received an order from the general commanding to make the attack. I directed Colonel Kingsbury, of the Eleventh Connecticut, to move forward with his line of skirmishers, and directed General Cox to detail General Crook's brigade to make the assault. General Rodman was directed to cross over at the ford below the bridge, and join on to the left of the command, which was to be thrown over the bridge. From General Crook's position it was found to be almost impossible to carry the bridge, and General Sturgis was ordered to make a detail from his division for that purpose. He immediately sent forward the Second Maryland (Lieutenant-Colonel Duryea) and the Sixth New Hampshire (Colonel Griffin), which regiments made several successive attacks in the most gallant style, but were driven back by the galling fire of the enemy. I then directed the batteries on the left to concentrate their fire on the woods above the bridge, and sent word to General Sturgis to detail the Fifty-first Pennsylvania (Colonel Hartranft) and the Fifty-first New York (Colonel Potter) to assault the bridge and carry it at all hazards. In the mean time Colonel Crook had brought a section of his battery to bear upon the heights just above the bridge. General Sturgis, by a judicious posting of these two regiments in rear of a spur which fronted the bridge, succeeded in protecting them from the enemy's fire until they reached the crest of the spur, at which point they commenced their charge and carried the bridge at the point of the bayonet at about 1 o'clock, the whole division following immediately.

The regiments separated at the head of the bridge to the right and left, and moved up the steep bank crowning the heights immediately beyond. Our loss at this place was fearful, the enemy being posted in rifle-pits and behind barricades, within easy musket range of our men, and almost entirely concealed and covered from our shots. We lost at this point some of our most valuable officers. Among them was Col. H. W. Kingsbury, of the Eleventh Connecticut, and Lieutenant-Colonel Bell, of the Fifty-first Pennsylvania.

Colonel Crook's brigade crossed immediately after Sturgis' division, and took its position in support in rear. General Rodman's division succeeded in crossing the fords below, after a sharp fight of musketry and artillery, and joined on to the left of Sturgis, Scammon's brigade crossing after him and taking his position in rear and in support. General Willcox's division was ordered across to take position on the right of General Sturgis. In describing the ground here and the bridge, I cannot do better than to copy that contained in the excellent report of General Cox:

The bridge itself is a stone structure of three arches, with stone parapet above, this parapet to some extent flanking the approach to the bridge at either end. The valley in which the stream runs is quite narrow, the steep slope on the right bank approaching quite to the water's edge. On this slope the roadway is scarped, running both ways from the bridge end, and, passing to the higher lands above by ascending through ravines above and below, the other ravine being some 600 yards above the bridge was a strong stone fence, running parallel to the stream; the turns of the roadway were covered by rifle-pits and breastworks made of rails and stone, all of which defenses, as well as the woods which covered the slope, were filled with the enemy's infantry and sharpshooters. Besides the infantry defenses, batteries were placed to enfilade the bridge and all its approaches. The crest of the first hill above the bridge is curved toward the stream at the extremes, forming a sort of natural tete-de-pont. The next ridge beyond rises somewhat higher, though with less regularity, the depression between the two being but slight, and the distance varying in places from 300 to 700 yards.

The dispositions being completed, about 3 o'clock, in accordance with instructions received from the general commanding, I directed General Cox to move forward with the whole command, except Sturgis' division, which was left in reserve, in the order in which they were formed, and attack the town of Sharpsburg and the heights on the left.

The following batteries accompanied their divisions, the remainder being left on the heights to cover the movement: With Sturgis' division, Clark's and Durell's; with Willcox's division, Cook's battery; with Cox's division, part of Simmonds'; and Muhlenberg's battery, of Rod man's division, was over the river during a part of the engagement.

This order was obeyed in the most cheerful and gallant manner, the officers and soldiers moving forward with the greatest enthusiasm, driving everything before them. General Willcox, with General Crook in support, moved up on both sides of the Sharpsburg road, and succeeded in reaching the outskirts of the village. General Rodman succeeded in carrying the main heights on the left of the town, one of his regiments (the Ninth New York) capturing one of the most formidable of the enemy's batteries; but at this juncture the enemy was largely re-enforced by General A. P. Hill's light division, which had just arrived from Harper's Ferry, and by numerous batteries from their extreme left. During the attack General Rodman was forced to bear more to the left than was intended when the advance was ordered, and General Cox was forced to move him more to the right with a view to strengthening the line, during which movement General Rodman was mortally wounded while gallantly leading his command to the assault.

A t this time Colonel Harland's brigade was driven back, leaving the battery which they had captured. Colonel Scammon's brigade changed its front to the rear on its right, thus protecting our left flank. It was now nearly sundown. I at once ordered General Sturgis' division forward in support, and, notwithstanding the hard work in the early part of the day and a lack of ammunition, they moved with the greatest alacrity and enthusiasm, holding the enemy at bay and fighting him at close quarters till long after dark.

It being apparent that the enemy was strongly re-enforced, and that we could not be re-enforced, the command was ordered to fall back to the crests above the bridge, which movement was performed in the most perfect order under cover of the batteries on the height, the same formation being adopted that was made before the attack.

Receiving an order from the commanding general to hold the bridge and the heights above at any cost, this position was maintained till the enemy retreated, on the morning of the 19th, during which time our skirmishers maintained a line well in advance. General Morell's division was ordered to join me on the 18th, and to it we are much indebted for the valuable assistance rendered on the following night by relieving our line of skirmishers, thus enabling our officers and men to cook their food and obtain a good night's rest.

On the morning of the 19th we were ordered in pursuit of the enemy down the road leading from our position to the mouth of the Antietam, and, finding that he had succeeded in crossing the river, we were ordered into camp.

In closing this report, I desire to express my hearty appreciation of the gallant services of the officers and soldiers in my command during this engagement. Individual cases of merit and true heroism have been alluded to in the reports of the general officers, but in a report like this it would be impossible to particularize. When it is remembered to what privations and what long and weary marches they had previously been subjected, their constancy, bravery, and endurance shine forth with additional brilliancy.

To Brigadier-Generals Cox, Willcox, and Sturgis I desire to express my obligations for the prompt and efficient manner in which all my orders were executed, and to each and all of the officers and soldiers under them, as well as to the officers and soldiers of the much-lamented General Rodman's division, for their full and hearty response to their commands.

The battery commanders are deserving of special mention for the efficient service rendered by them during the day. I beg to call the attention of the general commanding to the valuable services rendered by Lieutenant-Colonel Getty, chief of artillery, who posted the batteries, and also to Lieutenant Benjamin, whose batteries were detached from their divisions, and, therefore, had no place in the reports of their division commanders.

To my personal staff I am under renewed obligations for their constant and unwearied efforts and their faithfulness and courage, exhibited in the various duties required of them. They are as follows: Maj. Gen. John G. Parke, chief of staff; Lieut. Col. George W. Getty, chief of artillery; Lieut. Col. Lewis Richmond, assistant adjutant-general; Lieut. Col. E. R. Goodrich, commissary of subsistence; Surg. W. H. Church, medical director; Maj. William Cutting, aide-de-camp; Maj. J. L. Van Buren, aide.de.camp; Capt. R. S. Williamson, topographical engineer; Capt. T. E. Hall, quartermaster; Captain Read, assistant quartermaster; Capt. P. Lydig, aide-de-camp; Capt. J. M. Cutts, aide-de-camp; Capt. G. R. Fearing, aide-de-camp; Captain Holden, assistant quartermaster; Lieut. D. W. Flagler, ordnance officer; Lieut. W. H. French, aide-de-camp; Lieut. S. Pierce and Lieut. C. S. Kendall, signal officers.

It is but just to the members of the staffs of Generals Reno and Rodman that their gallant services should be acknowledged in this report of the two engagements, as they were constantly and heroically engaged till after the fall of their brave commanders.

Of the staff of Major-General Reno, I may mention the following: Capt. Edward M. Neill, assistant adjutant-general; Surg. C. Cutter, division surgeon; Capt. T. E. Hall, quartermaster; Captain Read, commissary of subsistence; Lieut. B. F. Reno, aide-de-camp; Lieut. John A. Morris, aide-de-camp; Lieut. T. B. Marsh, aide-de-camp, and Lieut. Charles G. Hutton, aide de-camp. And of the staff of Brigadier-General Rodman the following: Capt. Charles T. Gardner, assistant adjutant-general; Dr. H. W. Rivers, acting division surgeon; Capt. M. A. Hill, commissary of subsistence; Lieut. Robert H. Ives, jr., aide-de-camp, who fell mortally-wounded while gallantly seconding his commanding general, and Lieut. Robert Aborn, aide-de-camp.

The loss in the Ninth Army Corps during' this engagement was 322 killed, 1,359 wounded, and 194 missing. The enemy's loss was probably not as large as ours, owing to their strongly fortified positions. A full list of the casualties in both engagements will be forwarded to you. Among the many valuable officers killed after crossing the bridge was Lieut. Col. A. H. Coleman, commanding the Eleventh Regiment Ohio Volunteers, and Lieut. Col. M. Clarke, commanding the Thirty-sixth Regiment Ohio Volunteers.

I have the honor to be, very respectfully, your obedient servant,

A. E. BURNSIDE,
Major-General, Comdg. Right Wing, Army of the Potomac.

Burnside, Ambrose Everett, MGEN