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[72] hills, and through it, the flashes of her guns broke like successive bursts of lightning.

For more than an hour this fierce conflict continued, the boats gradually approaching nearer and nearer, until within a few hundred yards of the Fort, when the rebels' fire slackened, and suddenly a white flag was raised on the ramparts; but the dense smoke prevented its being seen by the boats, and the firing still continued.

In a few moments more, the rebel flag, which had been proudly flaunting from a tall pole, in the centre of the Fort, was hauled down, and Fort Henry was ours.

Capt. Phelps, of the gunboat Conestoga, was immediately ordered by the Commodore to land and take possession. On arriving at the shore, Capt. Phelps was met by an officer wearing the uniform of a Brigadier-General in the Confederate army, who announced himself as General Lloyd Tilghman, acting Commander of the district, and who formally surrendered the Fort and the adjacent camps, with himself and about sixty others as prisoners of war. When the foremost of bur cavalry reached the spot, they found Capt. Phelps standing alone, surrounded by his prisoners, waiting for some one to come and occupy the Fort.

Sixty-three prisoners were found inside the Fort, and twenty-seven others were afterward captured by our cavalry in pursuing the enemy. Among them are a very large proportion of officers of rank, who will prove very serviceable as exchanges for some of our own valued officers now in the enemy's hands.

The list of officers, so far as I have been able to learn it, is as follows:

Brig.-Gen. Lloyd Tilghman, of Kentucky, commanding the district; Capt. Jesse Taylor, of Tennessee, Chief of artillery and Commander of the Fort; Lieut. W. O. Wotts, artillery; Lieut. G. R. G. Jones, artillery; Capt. Miller, engineer-corps; Capt. Hayden, engineer-corps; Capt. Wm. Jones, Brigade-Quartermaster; Dr. A. H. Voorhies, Brigade — Surgeon ; Dr. Horton, Surgeon Tenth Tennessee Regiment; Capt. J. McLaughlin, Quartermaster Tenth Tennessee; Major McCormick, Asst. Adj.-Gen.

Gen. Tilghman is a large, stout man, rather prepossessing in appearance, and gentlemanly in manner, after the Southern idea of a gentleman, but rather inclined to pomposity, like most of the rebel officers that I have seen. He is a graduate of West-Point, and was formerly in the United States Army. He is regarded as an excellent officer, and his capture will prove a severe loss to the Confederates. Capt. Taylor, I am informed, is also a West-Point graduate. The manner of their capture, as related by themselves, is somewhat curious.

At the commencement of the fight, Gen. Tilghman had posted a guard at the gate of the Fort, with orders to let no one pass out, but to fire upon any who attempted to escape. After the bursting of their rifle gun, and the disabling of two or three others by our shots, and while the shells were falling thickly around, the General himself, with some of his officers, attempted to make their escape, but were stopped by the sentinels, who, strictly obeying their orders, threatened them with death should they attempt to pass. Soon after, the flag was hauled down. This is the story told by the guard, who claim to have been impressed into the rebel service, and who thus retaliated. This may account for the fact of so many officers being captured within the Fort, while the entire force in the camp outside succeeded in making their escape.

It may seem a matter of surprise, at first, that the entire force of the rebels, except the garrison of the Fort, succeeded in making their escape; but certainly the last thought in the mind of any one, was that they would abandon their complicated and formidable intrenchments, without making a single attempt to defend them, especially as they had occupied the two days intervening between our arrival and the attack, in strengthening their position and bringing in reenforcements.

The very night preceding their flight, they had thus been strengthened by the arrival of a thousand cavalry, which they had sent for from Dover when our approach was first known. That they intended to fight, up to the very day of attack, is evident, and the sudden change in their plans can only be accounted for on the supposition that the approach of the gunboats struck them with a sudden panic, similar to that of our own troops at Bull Run. That this was really the case, the appearance of their camps amply proves. Had they remained and fought, as was anticipated, although there is little doubt that we could ultimately have succeeded in defeating them, it must have been at the expense of severe loss on our part.

These give ample evidence, first, that they were intended for permanent occupation; and secondly, that they were abandoned in the greatest haste. On a piece of rising ground, immediately in the rear of the Fort, were constructed a series of log-cabins, capable of accommodating three thousand men. In addition to these, tents were pitched in different parts of the encampment, far more than as many more. The tents were mostly new, of good quality, and very comfortable. Judging from appearances, the force of the rebels could not have been less than seven thousand men — perhaps more. They must have abandoned very hastily, as scarcely anything was taken away. Arms, clothing, books, papers, letters, daguerreotypes, even watches and money, were left strewn about in the wildest confusion. In some of the cabins the dishes stood on the table just as they had been left at breakfast. In others the dinner was still cooking over the fire when our men arrived. Everything denoted that the flight was the result of sudden alarm, and not of deliberate intention. The papers found included all the various documents pertaining to the management of a military camp, muster-rolls, reports of all kinds, requisitions, orders, officers' commissions, etc., etc., some of them containing valuable information. The letters were mostly

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