ABOUT the middle of October, 1862, General McClellan crossed the Potomac east of the Blue Ridge and advanced southward, seizing the passes of the mountains as he progressed. In the latter part of the month he began to incline eastwardly from the mountains, moving in the direction of Warrenton, about which he finally concentrated, his cavalry being thrown forward beyond the Rappahannock in the direction of Culpeper Court House.

On November 15th the enemy was in motion. The indications were that Fredericksburg was again to be occupied. Sumner's corps had marched in the direction of Falmoud, and gunboats and transports had entered Aquia Creek.

McLaws's and Ransom's divisions were ordered to proceed to that city; on the 21st it became apparent that the whole any under General Burnside, who had succeeded General McClellan-was concentrating on the north side of the Rappahannock.

About November 26th Jackson was directed to advance toward Fredericksburg. As some of the enemy's gunboats had appeared in the river at Port Royal, and it was possible that an attempt might be made to cross in that vicinity. D. H. Hill's division was stationed near that place, and the rest of Jackson's corps so disposed as to support Hill or Longstreet, as occasion might require. The fords of the Rappahannock above Fredericksburg were closely guarded by our cavalry, and the brigade of General W. H. F. Lee was stationed near Port Royal to watch the river above and below. The interval before the advance of the foe was employed in strengthening our lines, extending from the river about a mile and a half above Fredericksburg along the range of hills in the rear of the city to the Richmond railroad. As these hills were commanded by the opposite heights, in possession of General Burnside's force, earth-works were constructed on their crest at the most eligible positions for artillery. To prevent gunboats ascending the river, a battery, protected by epaulements, was placed on the bank four miles below the city. The plain of Fredericksburg is so completely commanded by the Stafford Heights that no effectual opposition could be made to the passage of the river without exposing our troops to the destructive fire of the numerous batteries on the opposite heights. At the same time, the narrowness of the Rappahannock and its winding course presented opportunities for laying down pontoon bridges at points secure from the fire of our artillery. Our position was therefore selected with a view to resisting an advance after crossing, and the river was guarded by detachments of sharpshooters to impede the laying of pontoons until our army could be prepared for action.

Before dawn, on December 11th, General Burnside was in motion.

About 2 A. M. he commenced preparations to throw two bridges over the Rappahannock opposite Fredericksburg, and one about a mile and a half below, near the mouth of Deep Run. From daybreak until 4 P. M. the troops, sheltered behind the houses on the river bank, repelled his repeated efforts to lay bridges opposite the town, driving back his working parties and their supports with great slaughter. At the lower point, where there was no such protection, he was successfully resisted until nearly noon, when, being exposed to the severe fire of the batteries on the opposite heights and a superior force of infantry on the river banks, our troops were withdrawn, and about 1 p. M. the bridge was completed.

Soon afterward, one hundred fifty pieces of artillery opened a furious fire upon the city, causing our troops to retire from the river bank about 4 p. M. The enemy then crossed in boats, and proceeded rapidly to lay down the bridges. His advance into the town was bravely contested until dark when our troops were recalled, the necessary time for concentration having been gained.

Brigadier General William Barksdale, who commanded the force placed in Fredericksburg to resist the crossing, performed that service with his well-known gallantry. The enemy was prevented from constructing bridges, and his attempts to cross in boats under the cover of artillery and musketry fire were repelled until late in the afternoon, when General Barksdale was ordered to retire; he had directed Lieutenant Colonel Fizer, commanding the Seventeenth Mississippi Regiment of Barksdale's brigade, to select some skillful marksmen, and proceed to check the operations of the pioneers, who had commenced to lay pontoons above the city. Colonel Fizer described to me the novel and bold expedient to which he successfully resorted. He said his sharpshooters were placed in rifle pits, on the bank opposite to that from which the bridge was started, and that his men were instructed to aim only at the bridge-builders. At dawn the workmen came forward to lay the cover on the bridge; fire was opened, some were killed, and the rest of the party driven ashore. Then the enemy's batteries and riflemen opened a heavy fire on his position, when his men would sit down in the rifle pits and remain quiet until the cannonade ceased. Probably under the supposition that our sharpshooters had been driven off, the workmen would return; our sharpshooters would arise and repeat the lesson lately given. This, he said, with intervals of about an hour, during which a continuous and heavy fire of artillery was kept up, occurred nine times, with the same result repulse with severe loss; for twelve hours, every attempt to construct a bridge at that point was defeated. Then, under orders, they withdrew.

During the night and the succeeding day the enemy crossed in large numbers at and below the town, secured from material interruption by a dense fog. Longstreets corps constituted our left, with Anderson's division resting on the river, and those of McLaws, Pickett, and Hood extending to the right. A. P. Hill, of Jackson's corps, was posted between Hood's right and Hamilton's Crossing, on the railroad. His front line occupied the edge of a wood. Early and Taliaferro's divisions constituted Jackson's second line, D. H. Hill's division his reserve. His artillery was distributed along this line in the most eligible positions, so as to command the open ground in front.

Shortly after 9 A. M. the partial rising of the mist disclosed a large force moving in line of battle against Jackson. Dense masses appeared in front of A. P. Hill, stretching far up the river in the direction of Fredericksburg. As they advanced, Major Pelham of Stuart's horse artillery opened a rapid and well-directed enfilade fire, which arrested their progress. Four batteries immediately turned upon him and, upon his withdrawal, the enemy extended his left down the Port Royal road, his numerous batteries opening with vigor upon Jackson's line. Eliciting no opposition occupied by Lieutenant Colonel Walker. The latter, reserving the fire of his fourteen pieces until{ their line had approached within less than eight hundred yards, opened upon it with such destructive effect as to cause it to waver and soon retreat in confusion.

About 1 P. M. the main attack on the right began by a furious cannonade, under cover of which three compact lines of infantry advanced against Hill's front. They were received as before and momentarily checked, but, soon recovering, they pressed forward until, coming within range of our infantry, the contest became fierce and bloody. Archer and Lane, who occupied the edge of a wood, repulsed those portions of the line immediately in front of them; before the interval between these commands could be closed, however, the assailants pressed through in overwhelming numbers and turned the left of Archer and the right of Lane. Attacked in front and flank, two regiments of the former and a brigade of the latter, after a brave resistance, gave way. Archer held his line until the arrival of reinforcements. Thomas came to the relief of Lane and repulsed the column that had broken his line, driving it back to the railroad. In the meantime a large force had penetrated the wood as far as Hill's reserve, where it was met by a fire for which it was not unprepared. General Hill says: "The advancing columns of the enemy encountered an obstacle at the military road which they little expected. Gregg's brigade of South Carolinians stood in the way." The advancing Federals were allowed to approach quite near, when that brigade poured a withering fire into the faces of Meade's men, and Early's division from the second line swept forward, and the contest in the woods was short and decisive. The enemy was quickly routed and driven out with very heavy loss, and, though largely reinforced, was pressed back and pursued to the shelter of the railroad embankment. Here he was gallantly charged by the brigades of Hoke and Atkinson, and driven across the plain to his batteries. The attack on Hill's left was repulsed by the artillery on flat part of the line, against which a hot fire from twenty-four guns was directed. The repulse of the foe on our right was decisive and the attack was not renewed, but his batteries kept up an active fire at intervals, and sharpshooters skirmished along the front during the afternoon.

While these events were transpiring on our right, the enemy, in formidable numbers, made repeated and desperate assaults upon the left of our line. About 11 A. M., having massed his troops under cover of the houses of Fredericksburg, he moved forward in strong columns to seize Marye's and Willie's Hills. All his batteries on the Stafford Heights directed their fire upon the positions occupied by our artillery, with a view to silencing it and covering the movement of the infantry. Without replying to this furious cannonade, our batteries poured a rapid and destructive fire into the dense lines of the infantry as they advanced to the attack, frequently breaking their ranks and forcing them to retreat to the shelter of the houses. Six times did he, notwithstanding the havoc inflicted by our batteries, press on with great determination to within one hundred yards of the foot of the hill; here, encountering the deadly fire of our infantry, his columns were broken, and fled in confusion to the town. The last assault was made shortly before dark. This effort met the fate of those that preceded it, and when night closed in his shattered masses had disappeared in the town, leaving the field covered with his dead and wounded.

During the night our lines were strengthened by the construction of earthworks at exposed points, and preparations were made to receive the enemy on the next day. The 14th passed, however, without a renewal of the attack. The hostile batteries on both sides of the river played upon our lines at intervals, our own firing but little. On the 15th General Burnside still retained his position, apparently ready for battle, but the day passed as the preceding. On the morning of the 16th, however, it was discovered that he had availed himself of the darkness of the night and the prevalence of a violent storm of wind and rain to recross the river. The town was immediately reoccupied, and our positions on the river bank resumed.

In the engagement we captured more than 900 prisoners and 9,000 stand of arms. A large quantity of ammunition was found in Fredericksburg. On our side 458 were killed and 3,743 wounded; total, 4,201. The loss of the enemy was 1,152 killed, 9,101 wounded, and 3,234 missing; total, 13,771.

General Burnside testified before the Committee- the Conduct of the War that he "had about 100,000 men on the south side of the river, and every single man of them was under artillery- fire, and about half of them were at different times formed in columns of attack. "2 Less than 20,000 Confederate troops were actively engaged. This number composed about one-fourth of the army under General Lee. The returns of the Army of Northern Virginia show that on December 10, 1862, General Lee had present for duty 78,228, and, on December 20th, 75,524 of all arms.

Upon being asked what causes he assigned for the failure of his attack, General Burnside replied to the Committee on the Conduct of the War: "It was found impossible to get the men up to the works. The enemy's fire was too hot for them."