HEADQUARTERS SECOND CORPS,
May 16, 1862.

I have the honor to make the following report of the engagement of the 5th instant near Williamsburg, Va.:

On the afternoon of the 4th instant I received an order from the commanding general to relieve the forces occupying the field works in front of Williamsburg by a brigade of my command. My brigades being small, I ordered two for that service, that of Brig. Gen. R. H. Anderson and that of Brigadier-General Pryor; also Macon's battery, under Lieutenant Clopton, two guns under Captain Garrett, and two under Captain McCarthy.

Early on the morning of the 5th instant the enemy's sharpshooters drove our picket guards in. An unsuccessful attempt was soon made to recover the ground, but the re-enforcement was found to be insufficient, and the second party was driven in; the enemy all the while re-enforcing rapidly.

Skirmishing was kept up for an hour or two, when I ordered Brigadier-General Wilcox's brigade to re-enforce General Anderson, and put Brig. Gen. A. P. Hill's brigade in motion, so as to be in convenient supporting distance. These forces were soon brought into action, and the sharp skirmishing of Wilcox's brigade developed the position of the enemy in that direction, to our right. Our troops pressed steadily on, gradually driving the enemy back, developing his great strength as he retired.

Brigadier-General Pickett's brigade was sent forward to General Anderson's support about 10 o'clock. Meanwhile our army and supply trains were moving on; so slowly, however, that Maj. Gen. D. H. Hill's division was fortunately so delayed as to be left within my reach.

At 12 o'clock it became evident that the trains would not be out of my way before night, and that I could, therefore, make battle without delaying the movement of our army. Orders were therefore given to General Anderson to organize columns of attack upon the enemy's positions and batteries, using the brigades of Wilcox and A. P. Hill and such of his forces as could be spared from the redoubts, the attack to be supported by Pickett's brigade. We could not afford to rest longer under the enemy's long-range guns and superior artillery and we were wasting much ammunition. General Anderson was ordered to seize the first opportunity to attack the most assailable position of the enemy.

Soon after giving these orders I rode to the field, and arrived in time to witness the successful issue of the first grand assault. The attacking columns were well arranged and gallantly led by General Anderson and most ably seconded by the gallant brigadiers and other officers, Pickett's brigade taking part in the attack.

The advanced positions so extended my lines that I found it necessary to bring other forces upon the field. I ordered Brigadier-General Colston's brigade forward, and sent to Maj. Gen. D. H.Hill for one of his brigades. Meantime our troops continued to press forward and drove the enemy steadily back - soon so rapidly that Brigadier-General Stuart ordered his cavalry forward, taking it for a rout. He led his command forward in gallant style. I gave him instructions, however, to move with great caution, as I did not think that the enemy was yet in confusion. Exercising due caution, he soon found himself under a severe fire of fresh troops. Taking advantage of the ground, he put his cavalry into a safe position and withdrew them.

At 3.30 o'clock I received messages from some of the brigadiers that their ammunition was getting short. Ours being in our wagons, and therefore unavailable, my only means of furnishing it was to get fresh troops. I consequently sent to Major-General Hill for the balance of his division. Colston's brigade and two regiments of Early's brigade, of Hill's division, were ordered forward through the woods at our right, to report to Brig. Gen. A. P. Hill.

About this time General Johnston joined me, but, with his usual magnanimity, declined to take command. His presence, however, with an occasional valuable suggestion, were enough to insure success.

Maj. Gen. D. H. Hill joined me about the same time, and was anxious to take an active part in the battle, having with him the balance of his division.

Occasional efforts were made by the enemy to regain his lost positions, and one of them bore some appearance of success, when a well-timed fire from Colonel Jenkins with his artillery and sharpshooters staggered the advancing forces, and our troops soon drove them back.

By the time that Colston's brigade and the two regiments of Early's brigade reached our front our forces had advanced as far as we could well venture, considering the surrounding circumstances. These re-enforcements enabled us to hold our new position with comparative ease.

A diversion against our left flank was made about 5 o'clock and Major-General Hill was ordered to watch it, leaving Brigadier-General Featherston's brigade as my reserve. General Hill soon reported that it was time to make the attack there, and I ordered him to feel the enemy with caution. He arranged his forces for the attack with excellent judgment, but in the hurry of bringing the troops into action some of the officers failed to take due advantage of the ground and exposed them to a fire which was not absolutely necessary, and the effort to drive the enemy from that part of his position failed. This mishap could have been remedied by an extreme flank movement and complete victory won; but, as I have intimated before, we were not in a condition to increase our responsibilities, and a great delay might have endangered other operations of the army.

This battle was a very handsome affair, and the able brigadiers and the officers and soldiers under them are entitled to all the honors due to distinguished gallantry and zeal.

My part in the battle was comparatively simple and easy, that of placing the troops in proper positions at proper times.

The conduct of the whole affair is due to the officers and soldiers. I have never seen troops go into action in better order, better spirits, or with more enthusiasm. The order was preserved throughout the day, as well as the spirit, and after a long day's battle, lasting until quite dark, and with a heavy rain pouring down, our regiments were brought from the field in as good order as from an ordinary day's march, some of the brigades marching back with complete organization.

It is exceedingly gratifying to say that no soldier left the field unauthorized. Our gallant wounded, who were able to make their way, left the field unassisted, preferring to go alone rather than take a soldier from his post. Bodies were usually brought in by 4 men; never by more than 6, and parties of 50 or 60 prisoners were guarded to the rear by 12 or 15 men.

Inasmuch as this effort of the enemy was supposed to be for the purpose of detaining us, in order to give him time to arrange other important operations in the direction of Richmond, it was deemed unwise to make the action any more general. In addition, our provisions and ammunition were ahead of us in our trains and could only be had by going to them.

So far as this particular action was concerned these circumstances seemed to operate greatly against us, and the almost impassable roads were equal drawbacks. These combined circumstances rendered it absolutely necessary that the captured arms and several of the field pieces should be abandoned. I sent an ax to General A. P. Hill, with orders to destroy the pieces that we could not remove from the field; but he had passed them so far, and night coming on, they could not be found. Four pieces are all that are reported as being secured, 8 regimental standards, and 400 prisoners. The wounded prisoners, however, were released, except the officers, who were allowed the privilege of remaining on parole or following us on the march. They preferred their parole.

It is worthy of mention that every piece but one of the enemy's artillery was captured by the repeated and brilliant charges of our troops. As before stated, but four could be taken off the field.

Our forces engaged amounted to about 9,000; those of the enemy probably to 12,000. Though he continued to throw in fresh troops until quite dark, our fresh troops were only sent to replace those whose ammunition was expended. Many of our men, however, replenished their boxes from the knapsacks and cartridge boxes of the enemy's killed and wounded.

Our loss in valuable officers and men has been severe. We have, however, every reason to think it but slight compared to that of the enemy. All officers and men agree in the idea that the ground was strewn with the enemy's dead to an extent far exceeding our loss. While we weep with the friends of our gallant dead, we must confess that a soldier's grave, in so holy and just a cause, is the highest honor that man can attain.

A false impression was made on my mind by our men bringing in the enemy's wounded. The natural inference was that our own wounded had been taken care of, and this was confirmed by statements from different persons. Since leaving Williamsburg I have learned that some of our killed and wounded were not cared for.

Of the gallant Mott, colonel of the Nineteenth Mississippi Volunteers., I ask leave to adopt the language of the lieutenant-colonel of his regiment in his report of this officer's conduct, bearing, and influence:

Justice to the dead requires me to any that the spirit, order, and noble courage which this regiment exhibited is due alone to the efficiency which it had attained under the discipline and influence of its late commanding officer, Col. C. H. Mott. The deep gloom which pervades his entire command attests the extraordinary hold he had upon the admiration, confidence, and love of his officers and men. This accomplished soldier, model gentleman, and devoted patriot has given his life to his country. No richer contribution, no nobler sacrifice, can ever be laid upon its altar.

The service and the country have alike sustained a grievous loss in the death of Col. G. T. Ward, commanding the Second Florida, and Lieut. Col. Thomas E. Irby, commanding the Eighth Alabama. Colonel Ward fell almost at the first fire, as he was leading his men most gallantly into action. Colonel Irby fell after his command had been for some time hotly engaged, and not until he had given many proofs of great skill and courage.

Maj. Gen. D. H. Hill, a hero of many battle-fields, was conspicuous for the ability and courage exhibited in planning the left attack. In that attack Brigadier-General Early was severely wounded through the body while leading his brigade in an impetuous assault on the enemy's position.

Brig. Gen. R. H. Anderson was placed in command on the right, and his disposition of his forces and manner of leading them into action displayed great ability and signal gallantry and coolness.

The brigades of Generals C. M. Wilcox and A. P. Hill were long and hotly engaged. Ably led by those commanders, they drove the enemy from every position. The latter brigade, from its severe loss, must have been in the thickest of the fight. Its organization was perfect throughout the battle, and it was marched off the field in as good order as it entered it.

Brig. Gen. George E. Pickett, greatly distinguished on other fields, used his forces with great effect, ability, and his usual gallantry.

Brig. Gen. Roger A. Pryor had but a portion of his brigade engaged. He used his small force with effect in making a successful attack, and, toward the close of the conflict, in repelling a vigorous assault of the enemy.

Brigadier-General Colston, though last upon the field, was hotly engaged until darkness put an end to the struggle.

The brigades of Anderson, under Cols. M. Jenkins, Wilcox, A. P. Hill, and Pryor, deserve particular mention for the good order of their march during the night and the following day.

Colonels James L. Kemper, [Samuel] Garland (severely wounded, but remaining at the head of his regiment), [M.D.] Corse, [L. B.] Williams (seriously wounded), Maj. W. H. Palmer (slightly wounded, but remaining with his regiment); Col. R. W. Jones, of the Fourteenth Louisiana; Lieut. Col. Z. York, Colonels [John] Bratton, [John R. R.] Giles, Samuel Henry [J. J.] Woodward A M Scales. [P. W.] Roberts, [W. R.] Terry, and [Lieutenant-Colonel] Hairston, of the Twenty-fourth Virginia (both severely wounded); [Joseph] Mayo, [Thomas] Ruffin, jr., and Lieutenant-Colonel [L. Q. C.] Lamar (favorably mentioned by three of the brigadier-generals), discharged their difficult duties with marked skill and fearlessness.

I must refer you to the report of brigade and regimental commanders for evidences of the admirable conduct of subordinate officers and men. The artillery was well served, and Macon's battery, under Lieutenant Clopton; Dearing's battery, Captain Dearing commanding; Stuart Horse Artillery, under Captain Pelham; Stribling's battery, Captain Stribling commanding; two pieces of Garrett's battery, under Captain Garrett and Lieutenant Coke, and two pieces of McCarthy's battery, under Captain McCarthy, were distinguished for the effectiveness and rapidity of their fire. The batteries of Captain Dearing and Lieutenant Clopton delivered their fire under an incessant and galling fire from the enemy's sharpshooters.

I am under many obligations to Brig. Gen. J. E. B. Stuart, who, while waiting for an opportunity to use his cavalry, was exceedingly active and zealous in conducting the different columns to their proper destinations and in assisting them to get properly into action.

I am also indebted to Maj. E. P. Alexander, Captains Latham, Mason, and Harvie, and Lieutenants Washington and Hampton, of the staff of the commanding general, for valuable assistance in conveying orders to different points of the field.

My sincere thanks are expressed to my personal staff, Captains Sorrel, Manning, J. W. Fairfax, and Lieutenant Goree. All of these officers so conducted themselves on the field as to give me great pleasure, satisfaction, and assurance. Captain Manning bore the colors of one of the regiments in a charge and slew three-of the enemy himself, receiving a slight wound and another ball through his clothes.

To Dr. Cullen, chief surgeon, and Surgeons McConkey, Chancellor, Thornhill, Gaston, Post, Peel, Lewis, and Maury our thanks are eminently due for their assiduous labors day and night in the arduous duties of their department.The reports of brigade commanders are forwarded with this, together with full lists of the casualties.

No report of the engagement has been received from Maj. Gen. D. H. Hill's division further than his list of casualties.

Respectfully submitted.

JAMES LONGSTREET,
Major-General, Commanding.

Maj. THOMAS G. RHETT,
Assistant Adjutant-General.