Report of General David McMurtrie Gregg:

HDQRS. SECOND AND THIRD CAVALRY DIVISIONS,
June 12, 1863.

COLONEL:  I have the honor to submit the following report of the operations of the Second and Third Cavalry Divisions in the engagement of the 9th instant:

Agreeably to my instructions from Brigadier-General Pleasonton, commanding corps, on the afternoon of the 8th instant I moved the Second and Third Divisions from their camp near Warrenton Junction to the vicinity of Kelly's Ford. At this point I found Brig. Gen. D. A. Russell, with 1,500 infantry and a battery of horse artillery. This force, which was designed to take part in the operations of the ensuing day, having been reported to me by Brigadier-General Russell, I at once made every preparation for crossing at daylight on the following morning. The Second Division, Col. A. N. Duffié commanding, was ordered to be at the ford at 3.30 a.m. and to cross in advance, in order that it might move at once upon Stevensburg. A late start from camp and an unexpected difficulty in following the direct road to the ford on the part of this division delayed the crossing of my advance until between 5 and 6 o'clock. The enemy offering but slight opposition, in a very short time the entire command was on the south bank of the river.

In compliance with my instructions to establish the left of my line at Stevensburg, I directed Colonel Duffié to move with the Second Division to that place: General Russell with his infantry to proceed directly from Kelly's Ford to Brandy Station. With the Third Division I started to Brandy Station, taking a road west of that occupied by the infantry (about 5 miles). While crossing the Rappahannock, the artillery firing on the right was evidence that General Buford was already engaged with the enemy. Couriers from General Pleasonton, commanding corps, gave me the same information, as also that he had met the entire cavalry force of the enemy. I pushed on rapidly, and, after marching about 5 miles, overtook the rear of Colonel Duffié's division, and there had a dispatch from him that his advance was at Stevensburg. Turning to the right from this point, I pushed on for Brandy Station and toward the firing in front. Another dispatch from General Pleasonton, informing me of the severity of the fight on the right and of the largely superior force of the enemy, determined me to direct Duffié's division also upon Brandy Station. Colonel Duffié having sent me a dispatch that his advance had reached Stevensburg without encountering the enemy, I sent forward an order to push to Brandy Station, but at a point about 3½ miles from the station I came upon the rear brigade of the Second Division, and, in order to get the whole force at once to Brandy Station, I again sent to Colonel Duffié to follow with his division on the same road that the Third Division was following. I would thus have my entire command in hand. When the head of the Third Division arrived near Brandy Station, it was discovered that the enemy were there in great force.

The country about Brandy Station is open, and on the south side extensive level fields, particularly suitable for a cavalry engagement. Coming thus upon the enemy, and having at hand only the Third Division (total strength 2,400), I either had to decline the fight in the face of the enemy or throw upon him at once the entire division. Not doubting but that the Second Division was near, and delay not being admissible, I directed the commanders of my advance brigade to charge the enemy, formed in columns about Brandy House. The whole brigade charged with drawn sabers, fell upon the masses of the enemy, and, after a brief but severe contest, drove them back, killing and wounding many and taking a large number of prisoners. Other columns of the enemy coming up, charged this brigade before it could reform, and it was driven back. Seeing this, I ordered the First Brigade to charge the enemy upon the right. This brigade came forward gallantly through the open fields, dashed upon the enemy, drove him away, and occupied the hill. Now that my entire division was engaged, the fight was everywhere most fierce. Fresh columns of the enemy arriving upon the ground received the vigorous charges of my regiments, and, under the heavy blows of our sabers, were in every instance driven back. Martin's battery of horse artillery, divided between the two brigades, poured load after load of canister upon the rebel regiments. Assailed on all sides, the men stood to the guns nobly. Thus for an hour and a half was the contest continued, not in skirmishing, but in determined charges. The contest was too unequal to be longer continued. The Second Division had not come up; there was no support at hand, and the enemy's numbers were three times my own. I ordered the withdrawal of my brigades. In good order they left the field, the enemy not choosing to follow.

Retiring about I mile south of the station, I again formed my brigades, and discovered the Second Division some distance in the rear. Hearing that General Russell had gotten up to General Buford's left with his infantry, I moved my command in the direction of Rappahannock Bridge, and soon united with General Buford's left. On the hills near Brandy Station the enemy had artillery posted, the fire of which they directed upon my line in this new position. A few guns well served were sufficient to prevent any advance in that direction. When engaged with the enemy at Brandy Station, cars loaded with infantry were brought there from Culpeper. Before they could quite get to the station, I sent a party to obstruct the rails. Finding a switch above the station, they reversed it, and thus prevented the cars from running into my command.

The field having been well contested and the enemy being re-enforced with infantry, which could be thrown in any force upon us from Culpeper, I received orders from Brigadier-General Pleasonton to recross my command at Rappahannock Ford. The Second Brigade, Second Division, covered my crossing. I got my command entirely over without being molested by the enemy. When the last man had crossed, the enemy displayed a regiment in front of the ford. I directed a regiment of the Second Brigade, Second Division, to re-cross and offer them fight. This they declined, and the regiment quietly returned to this side.

In this engagement the loss of the Third Division was very severe. Three field officers (2 regimental commanders)were wounded and missing, 2 line officers killed, and 15 wounded; 18 enlisted men killed, 65 wounded, and 272 missing.  Of these last many were killed and wounded. The division captured from the enemy 8 commissioned officers and 107 enlisted men and 2 colors (these taken by the First Maine and First Maryland). The field on which we fought bore evidence of the severe loss of the enemy.

The Third Division behaved nobly, and where every officer and man did his duty it is difficult to particularize. I would, however, mention Col. P. Wyndham, First New Jersey Cavalry, commanding Second Brigade, and Col. J. Kilpatrick, Second New York, commanding First Brigade, who gallantly led their brigades to the charge, and throughout the entire engagement handled them with consummate skill. Colonel Wyndham, although wounded, remained on the field, and covered with a portion of his command the withdrawal of the division. Capt. J. W. Martin, commanding Sixth New York Battery of Horse Artillery, did most excellent service. His sections were charged by the enemy's regiments on all sides. Two of his pieces disabled and one serviceable fell into the hands of the enemy, but not until 21 of his men were cut down, fighting stubbornly, and nearly all of the horses killed.

Although the loss of these pieces is to be regretted, still, the magnificent defense of them establishes in the highest degree the soldierly character of the officers and men of the battery. The serviceable gun was spiked before the enemy got it. All the regiments of the Third Division were engaged, viz: First Brigade, Col. J. Kilpatrick commanding--Tenth New York Cavalry, Lieut. Col. William Irvine commanding; Second New York Cavalry, Lieut. Col. H. E Davies, jr., commanding; First Maine Cavalry, Col. C. S. Douty commanding. Second Brigade, Col. P. Wyndham commanding-First New Jersey, Lieutenant-Colonel Brodrick commanding; First Pennsylvania, Col. J. P. Taylor commanding; First Maryland, Lieut. Col. J. M. Deems commanding.

Colonel Duffié reports that his division met a regiment of the enemy at Stevensburg; that his advance engaged and defeated it, capturing 1 officer and 57 men, and that his advance was thus engaged at the time he received my order to follow the Third Division, and hence was unavoidably delayed in coming to my support. Colonel Duffié reports the good conduct of his troops when engaged during the day. The loss in the Second Division was: Enlisted men killed, 4; wounded, 12; missing, 13.

I cannot close this report without favorably mentioning my division staff officers. Surgeon Phillips; Major Gaston, First Pennsylvania Cavalry; Capt. H. C. Weir, assistant adjutant-general; Capt. J. W. Kester, First New Jersey Cavalry; Capt. E. A. Tobes, acting commissary of subsistence; Lieuts. W. Phillips and T. J. Gregg, Sixth Pennsylvania Cavalry, employed in transmitting my orders, proved their efficiency in the highest degree.

Major Gaston and Captain Tobes were captured, but the former escaped his captors.

Lieutenant [Clifford] Thomson, aide-de-camp to General Pleasonton, who accompanied me, having tendered his services on my staff, performed the duties of an aide, and in a most excellent manner. Accompanying this is a list of casualties in the two divisions.  Very respectfully, your obedient servant,

 D. McM. GREGG,

  Brigadier-General, Commanding.

 Lieut. Col. A. J. ALEXANDER,

Assistant Adjutant-General, Cavalry Corps.