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Report of Major-General Heth of the affair at Falling Waters.

headquarters Heth's division, near Rapidan station, October 3d, 1863.
Captain W. N. Starke, Assistant Adjutant-General, Third Army Corps:
Captain — I have the honor to submit the following report of the operations of my command (Heth's and Pender's divisions) at Falling Waters, July 14th, 1863.

On the evening of the 13th July, I received orders to withdraw my command at dark from the entrenchments near Hagerstown and move in the direction of Falling Waters, at which point we were to cross the river on a pontoon bridge already constructed.

The artillery attached to my command received its orders through its immediate commander, and moved off a little before dark. I was directed to leave the skirmishers in my front, and was informed that they would be relieved during the night by the cavalry. The officers in charge of the skirmishers were directed, as soon as relieved, to take the road followed by the division.

The night was entirely dark, and the roads in a dreadful condition — the entire distance between our breastworks and Falling Waters being ankle deep in mud. The progress of the command was necessarily very slow and tedious, halting every few minutes to allow the wagons and artillery in our front to pass on. The division was twelve hours accomplishing seven miles; once halting for two hours.

On reaching an elevated and commanding ridge of hills one mile and a half--possibly a little less — from Falling Waters, I was ordered by Lieutenant-General A. P. Hill to put my division in line of battle on either side of the road and extending along the crest of this hill, facing towards Hagerstown. On the left of the road and on the crest of this hill our engineers had thrown up some half dozen epaulements for artillery, the spaces between the epaulements being open. In our front was an open space, with the view unobstructed for half to three-quarters of a mile; then came a heavy piece of timber, some three-fourths of a mile in width.

I was directed, at the same time that I received the order to place my division in line of battle, as described, to put Pender's division in rear of my own in column of brigades.

At this point we halted, to allow the wagons and artillery to get [197] over the river. We remained in this position awaiting their crossing for several hours. About 11 o'clock I received orders from General Hill to move Pender's division across the river, following General Anderson's division, and after leaving one brigade of my division in line, to follow up the movement of the corps as speedily as possible.

About fifteen or twenty minutes after receiving these orders and while they were in progress of execution, a small body of cavalry — numbering not more than forty or forty five men-made their appearance in our front, where the road debouched from the woods, previously described.

I will here remark that when on the road, and some two or three miles from the position I now occupied, a large body of our cavalry passed by my command going to our rear.

When the cavalry alluded to made its appearance, it was at once observed by myself; General Pettigrew and several members of my staff, as well as many others. On emerging from the woods, the party faced about, apparently acting on the defensive. Suddenly facing my position, they galloped up the road and halted some one hundred and seventy-five yards from my line of battle. From their manoeuvring, and the smallness of numbers, I concluded it was a party of our own cavalry, pursued by the enemy. In this opinion I was sustained by all present. It was not until I examined them critically with my glasses, at a distance of not more than one hundred and seventy-five yards, that I discovered they were Federal troops. The men had been restrained from firing up to this time by General Pettigrew and myself. The command was now given (orders) to fire. At the same time the Federal officer in command gave the order to charge. The squad passed the intervals separating the epaulements, and fired several shots. In less than three minutes all were killed or captured, save two or three, who are said to have escaped.

General Pettigrew received a wound in one of his hands at Gettysburg, in consequence of which he was unable to manage his horse, which reared and fell with him. It is probable, when in the act of rising from the ground, that he was struck by a pistol ball in the side (left), which, unfortunately for himself and his country, proved mortal.

A soldier of the Seventh Tennessee regiment was at the same time mortally wounded. This was the entire loss of my command from this charge. Thirty-three of the enemy's dead were counted, six prisoners fell into our hands, also a stand of colors. [198]

Very soon after this a large body of dismounted cavalry, supported by artillery, of which I had none, made a vigorous attack on Brockenbrough's brigade, which was deployed in line of battle to the right of the road.

Brockenbrough repelled the attack, and drove the enemy back into the woods, following him up for some distance. The enemy was now heavily reinforced, and Brockenbrough was compelled to fall back. His brigade, having been badly cut up on the 1st and 3d at Gettysburg, was much reduced in numbers.

Seeing that the enemy evidently designed turning his right flank and thus cutting him off from the river, Brockenbrough deployed his brigade as skirmishers, extending well to the right. About this time the enemy appeared on my left flank in force, also in my front.

Seeing the attack was becoming serious, I ordered the several brigades of Pender's division (except Thomas', which had crossed the river) to return. I at the same time sent a message to the Lieutenant-General Commanding, requesting that artillery migh be sent me, as I had none. On returning, my aid informed me that General Hill directed me to withdraw my command as speedily as possible and cross the river.

When this order was received, my line of skirmishers occupied a front of a mile and a half--the left resting on the canal, the right bending around well towards the Potomac.

The orders were that the several brigades in line should withdraw simultaneously, protecting their front by a strong line of skirmishers and converge toward the road leading to Falling Waters.

In order to cover this movement, Lane's brigade was formed in line of battle about five hundred yards in rear of the advanced line, protected by a heavy line of skirmishers. The first brigade that passed through Lane's line of battle was reformed in line of battle a quarter of a mile or more in rear of Lane's position; and so on till the command reached the south bank of the Potomac.

With the extended line of skirmishers in my front, and being compelled to fall back upon a single road, it was not surprising that in attempting to reach the road, over ravines impassible at many points, and through a thick undergrowth and wood, and over a country with which both men and officers were unacquainted, that many of them were lost and thus fell into the hands of the enemy, who pushed vigorously forward on seeing that I was retiring.

The enemy made two cavalry charges, and on each occasion I [199] witnessed the unhorsing of the entire party. I desire here to brand upon its perpetrator a falsehood, and correct an error.

The commander of the Federal forces--General Meade--reported to his Government, on the statement of General Kilpatrick, that he (General Kilpatrick) had captured a brigade of infantry at Falling Waters. To this General Lee replied in a note to General Cooper that no organized command had been captured.

General Meade recently wrote a note to his Government reaffirming his first statement, Upon the authority of General Kilpatrick. General Kilpatrick, in order to glorify himself, has told a deliberate falsehood. He knows full well that no organized body of men were captured — not even a company was captured, nor the majority of a single company. He asserts, however, that he captured an entire brigade.

The error I wish to correct is attributing all the men captured by the enemy on the 14th as belonging to my command. I think I state correctly when I say that three out of four of the men captured by the enemy were captured between our works near Hagerstown and the point where I engaged the enemy, and were the representatives of every corps, division and brigade who passed over this road. My staff officers alone succeeded in driving from barns and houses, immediately on the roadside, several hundred stragglers, who probably never reached their commands, and these were but a small proportion of the men who straggled.

In conclusion, I will add that the brigade commanders did their duty, and the losses sustained were not attributable to any errors or short-comings of theirs, but resulted from causes beyond their control.

The rear guard of a large army, protecting its crossing over a wide river, can seldom fail to lose heavily if vigorously pursued by the enemy, especially when in the act of crossing. Under the circumstances, attacked as we were by a large and momentarily increasing force, we have every reason to be thankful that our losses were so small.

Very respectfully, your obedient servant,

H. Heth, Major-General.

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Pender (4)
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