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No. 3.-report of flag-officer C. H. Davis, U. S. Navy.

United States steamer Benton, Off Memphis, June 6, 1862.
I arrived here last night at 9 o'clock, accompanied by the mortar fleet, under Captain Maynadier. The advance steamers, store-ships, &c., anchored a mile and a half above the city. This morning I discovered the rebel fleet, which had been re-enforced, and now consisted of eight rams and gunboats, lying at the levee. The engagement, which commenced at 5.30 a. m. and ended at 7, terminated in a running fight. I was ably supported by the ram fleet, under command of Colonel Ellet, who was conspicuous for his gallantry, and is seriously, but not dangerously, wounded. The result of the action was the capture or destruction of seven vessels of the rebel fleet, as follows: General Beauregard, blown up and burned; General Sterling Price, one wheel carried away; Jeff. Thompson, set on fire by shell, burned and magazine blown up; Sumter, badly cut upbyshot, butwill berepaired; Little Rebel, boiler exploded by shot and otherwise injured, but will be repaired. Besides this, one of the rebel boats was sunk in the beginning of the action. Her name is not known. A boat supposed to be the Van Dorn escaped from.the flotilla by her superior speed. Two rams are in pursuit. The officers and crews of the rebel boats endeavored to make the shore. Many of their wounded and prisoners are now in our hands. The mayor surrendered the city to me after the engagement. Colonel Fitch came down at 11 o'clock and has taken military possession.

C. H. Davis, Flag-Oficer, Commanding pro tern. Hon. Gideon Welles, Secretary of the Navy.

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