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[164] built before he took charge, which could not be remedied because of the immediate pressure of the enemy. On the 6th of February the fort was attacked by General Grant with a force of 12,000 men, aided by General Smith with a smaller body, and seven gun-boats with an armament of 54 guns. Tilghman had a grand total of 2,600 men not well armed, and the eleven guns of the fort. He resolved to retire his infantry, field artillery and cavalry toward Fort Donelson, retaining a small force with the siege guns to make a stubborn fight. The retreat was effected, notwithstanding the enemy was pushing his infantry to within a half mile of the advance work, and the gun-boat flotilla had opened fire. The fort returned the fire with spirit and effect, disabling one of the gun-boats, but unfortunately losing a 24-pounder rifled gun by bursting, and a Columbiad by the closing of the vent. The enemy's entire force became engaged in an advance which Tilghman saw must become successful, especially since at one o'clock only four guns remained serviceable, and the men were broken down with fatigue. An embarrassing question now presented itself as to his duty, whether to leave his small band of heroic defenders in the fort to be surrendered and join his main command en route to Fort Donelson, or remain and share the fate of the garrison. Colonel Heiman, in command of the escaping force, had returned to the fort for final orders, and General Tilghman could have left with him. But the men at the guns entreated him to stay, and the effect of his absence would have been the immediate fall of the fort, which he desired to postpone to the last moment. His decision was made. Colonel Heiman was directed to return to the main body, and General Tilghman took the place of an exhausted gunner and worked a 32-pounder with good effect. Soon afterward the enemy succeeded in breaching the fort, but resistance was continued for over to hours before the white flag was hoisted, under which an honorable surrender was

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