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The nation feels, and I share that feeling, that the army of the Potomac holds the fate of the country in its hands.

The stake is so vast, the issue so momentous, and the effect of the next battle will be so important throughout the future, as well as the present, that I continue to urge, as I have ever done since I entered upon the command of this army, upon the government to devote its energies and its available resources towards increasing the numbers and efficiency of the army on which its salvation depends.

A.statement, carefully prepared by the chiefs of engineers and artillery of this army, gives us the necessary garrison of this city and its fortifications, 33,795 men-say 35,000.

The present garrison of Baltimore and its dependencies is about 10,000. I have sent the chief of my staff to make a careful examination into the condition of these troops, and to obtain the information requisite to enable me to decide whether this number can be diminished, or the reverse.

At least 5,000 men will be required to watch the river hence to Harper's Ferry and its vicinity; probably 8,000 to guard the lower Potomac.

As you are aware, all the information we have from spies, prisoners, &c., agrees in showing that the enemy have a force on the Potomac not less than • 150,000 strong, well drilled and equipped, ably commanded and strongly intrenched. It is plain, therefore, that to insure success, or to render it reasonably certain, the active army should not number less than 150,000 efficient troops, with 400 guns, unless some material change occurs in the force in front of us.

The requisite force for an advance movement by the army of the Potomac may be thus estimated : Column of active operations .....

..... 150,000 men, 400 guns. Garrison of the city of Washington........

35,000 16 40 " To guard the Potomac to Harper's Ferry ...........

5,000 " 12 " To guard the lower Potomac....

8,000 " 24 Garrison for Baltimore and Annapolis....... .... 10,000 "

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Total effective force required.................. 208,000 men, 488 guns, or an aggregate, present and absent, of about 240,000 men, should the losses by sickness, &c., not rise to a higher percentage than at present.

Having stated what I regard as the requisite force to enable this army to advance, I now proceed to give the actual strength of the army of the Potomac.

The aggregate strength of the army of the Potomac, by the official report on the morning of the 27th instant, was 168,318 officers and men, of all grades and arms. This includes the troops at Baltimore and Annapolis, on the upper and lower Potomac, the sick, absent, &c.

The force present for duty was 147,695. Of this number, 4,268 cavalry were completely unarmed, 3,163 cavalry only partially armed, 5,979 infantry unequipped, making 13,410 unfit for the field, (irrespective of those not yet sufficiently drilled,) and reducing the effective force to 134,285, and the number disposable for an advance to 76,285. The infantry regiments are, to a considerable extent, armed with unserviceable weapons. Quite a large number of good arms, which had been intended for this army, were ordered elsewhere, leaving the army of the Potomac insufficiently, and, in some cases, badly. armed.

On the 30th of September there were with this army 228 field guns ready for the field; so far as arms and equipments are concerned, some of the batteries are still quite raw, and unfit to go into action. I have intelligence that eight New York batteries are en route hither; two others are ready for the field. I will still (if the New York batteries have six guns each) be 112 guns short of the number required for the active column, saying nothing, for the present, of

those necessary for the garrisons and corps on the Potomac, which would make a total deficiency of 200 guns.

I have thus briefly stated our present condition and wants; it remains to suggest the means of supplying the deficiencies.

First, that all the cavalry and infantry arms, as fast as procured, whether manufactured in this country or purchased abroad, be sent to this army until it is fully prepared for the field.

Second, that the two companies of the fourth artillery, now understood to be en route from Fort Randall to Fort Monroe, be ordered to this army, to be mounted at once; also, that the companies of the third artillery, en route from California, be sent here. Had not the order for Smead's battery to come here from Harrisburg, to replace the battery I gave General Sherman, been so often countermanded, I would again ask for it.

Third, that a more effective regulation may be made authorizing the transfer of men from the volunteers to the regular batteries, infantry and cavalry; that we may make the best possible use of the invaluable regular “skeletons.

Fourth, I have no official information as to the United States forces elsewhere, but, from the best information I can obtain from the War Department and other sources, I am led to believe that the United States troops are: In Western Virginia, about....

30,000 In Kentucky............

40,000 In Missouri ................

80,000 In Fortress Monroe.....

11,000

....

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• Besides these, I am informed that more than 100,000 are in progress of organization in other northern and western States.

I would therefore recommend that, not interfering with Kentucky, there should be retained in Western Virginia and Missouri a sufficient force for defensive purposes, and that the surplus troops be sent to the army of the Potomac, to enable it to assume the offensive; that the same course be pursued in respect to Fortress Monroe, and that no further outside expeditions be attempted until we have fought the great battle in front of us.

Fifth, that every nerve be strained to hasten the enrolment, organization and armament of new batteries and regiments of infantry.

Sixth, that all the battalions now raised for new regiments of regular infantry be at once ordered to this army, and that the old infantry and cavalry en route from California be ordered to this army immediately on their arrival in New York.

I have thus indicated, in a general manner, the objects to be accomplished, and the means by which we may gain our ends.

A vigorous employment of these means will, in my opinion, enable the army of the Potomac to assume successfully this season the offensive operations which, ever since entering upon the command, it has been my anxious desire and diligent effort to prepare for and prosecute. The advance should not be postponed beyond the 25th of November, if possible to avoid it.

Unity in councils, the utmost vigor and energy in action are indispensable. The entire military field should be grasped as a whole, and not in detached parts.

One plan should be agreed upon and pursued; a single will should direct and carry out these plans.

The great object to be accomplished, the crushing defeat of the rebel army (now) at Manassas, should never for one instant be lost sight of, but all the intellect and means and men of the government poured upon that point. The loyal States possess ample force to effect all this and more. The rebels have

displayed energy, unanimity, and wisdom worthy of the most desperate days of the French revolution. Should we do less ?

The unity of this nation, the preservation of our institutions, are so dear to me that I have willingly sacrificed my private happiness with the single object of doing my duty to my country. When the task is accomplished, I shall be glad to return to the obscurity from which events have drawn me.

Whatever the determination of the government may be, I will do the best I can with the army of the Potomac, and will share its fate, whatever may be the task imposed upon me.

Permit me to add that, on this occasion as heretofore, it has been my aim neither to exaggerate nor underrate the power of the enemy, nor fail to express clearly the means by which, in my judgment, that power may be broken. Urging the energy of preparation and action, which has ever been my choice, but with the fixed purpose by no act of mine to expose the government to hazard by premature movement, and requesting that this communication may be laid before the President, I have the honor to be, very respectfully, your obedient servant,

G. B. MCCLELLAN,

Major General. Hon. SIMON CAMERON,

Secretary of War. When I assumed command in Washington, on the 27th of July, 1861, the number of troops in and around the city was about 50,000 infantry, less than 1,000 cavalry, and 650 artillerymen, with nine imperfect field batteries of thirty pieces.

On the Virginia bank of the Potomac the brigade organization of General McDowell still existed, and the troops were stationed at and in rear of Fort Corcoran, Arlington, and Fort Albany, at Fort Runyan, Roach's Mills, Cole's Mills, and in the vicinity of Fort Ellsworth, with a detachment at the Theological Seminary.

There were no troops south of Hunting creek, and many of the regiments were encamped on the low grounds bordering the Potomac, seldom in the best positions for defence, and entirely inadequate in numbers and condition to defend the long line from Fort Corcoran to Alexandria.

On the Maryland side of the river, upon the heights overlooking the Chain bridge, two regiments were stationed, whose commanders were independent of each other.

There were no troops on the important Tenallytown road, or on the roads entering the city from the south.

The camps were located without regard to purposes of defence or instruction, the roads were not picketed, and there was no attempt at an organization into brigades.

In no quarter were the dispositions for defence such as to offer a vigorous resistance to a respectable body of the enemy, either in the position and numbers of the troops, or the number and character of the defensive works. Earthworks, in the nature of têtes de pont, looked upon the approaches to the Georgetown aqueduct and ferry, the Long bridge and Alexandria, by the Little river turnpike, and some simple defensive arrangements were made at the Chain bridge. With the latter exception not a single defensive work had been commenced on the Maryland side.

There was nothing to prevent the enemy shelling the city from heights within easy range, which could be occupied by a hostile column almost without resistance. Many soldiers had deserted, and the streets of Washington were crowded with straggling officers and men, absent from their stations without authority, whose behavior indicated the general want of discipline and organization.

I at once designated an efficient staff, afterwards adding to it as opportunity was afforded and necessity required, who zealously co-operated with me in the labor of bringing order out of confusion, re-assigning troops and commands, projecting and throwing up defensive works, receiving and organizing, equipping and providing for the new levies arriving in the city.

The valuable services of these officers in their various departments, during this and throughout the subsequent periods of the history of the army of the Potomac, can hardly be sufficiently appreciated. Their names and duties will be given in another part of this report, and they are commended to the favorable notice of the War Department.

The restoration of order in the city of Washington was effected through the appointment of a provost marshal, whose authority was supported by the few regular troops within my command. These troops were thus in position to act as a reserve, to be sent to any point of attack where their services might be most wanted. The energy and ability displayed by Colonel A. Porter, the provost marshal, and his assistants, and the strict discharge of their duty by the troops, produced the best results, and Washington soon became one of the most quiet cities in the Union.

The new levies of infantry, upon arriving in Washington, were formed into provisional brigades and placed in camp in the suburbs of the city for equipment, instruction, and discipline. As soon as regiments were in a fit condition for transfer to the forces across the Potomac, they were assigned to the brigades serving there. Brigadier General F. J. Porter was at first assigned to the charge of the provisional brigades. Brigadier General A. E. Burnside was the next officer assigned this duty, from which, however, he was soon relieved by Brigadier General S. Casey, who continued in charge of the newly arriving regiments until the army of the Potomac departed for the Peninsula, in March, 1862. The newly arriving artillery troops reported to Brigadier General William F. Barry, the chief of artillery, and the cavalry to Brigadier General George Stoneman, the chief of cavalry.

By the 15th of October, the number of troops in and about Washington, inclusive of the garrison of the city and Alexandria, the city guard and the forces on the Maryland shore of the Potomac below Washington, and as far as Cumberland above, the troops under the command of General Dix at Baltimore and its dependencies, were as follows: Total present for duty......

133, 201 " sick.............

9, 290 " in confinement ...

1, 156

Aggregate present......

absent

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Grand aggregate......

152, 051

The following table exhibits similar data for the periods stated, including the troops in Maryland and Delaware :

Present.

Date.

Absent.

Total present and absent.

Sick.

For duty.

In confine

ment.

2, 189

December 1, 1
January 1, 1862...
February 1, 1862.
March 1, 1862.

169, 452
191, 480
190, 806
193, 142

15, 102
14, 790
14, 363
13, 167

2, 260

2,917
2, 108

11 470
11 707
14 110
13, 570

198, 213 219, 707 222, 196 221, 987

For convenience of reference the strength of the army of the Potomac at subsequent periods is given.

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* Including Franklin.

Including McCall and Dix. | Including two brigades of Shiel's division absent, 5,354 men.

In organizing the army of the Potomac, and preparing it for the field, the first step taken was to organize the infantry into brigades of four regiments each ; retaining the newly arrived regiments on the Maryland side until their armament and equipment were issued and they had obtained some little elementary instruction, before assigning them permanently to brigades. When the organization of the brigades was well established, and the troops somewhat disciplined and instructed, divisions of three brigades each were gradually formed, as is elsewhere stated in this report, although I was always in favor of the organization into army corps as an abstract principle. I did not desire to form them until the army had been for some little time in the field, in order to enable the general offices first to acquire the requisite experience as division commanders on active service, and that I might be able to decide from actual trial who were best fitted to exercise these important commands.

For a similar reason I carefully abstained from making any recommendations for the promotion of officers to the grade of major general.

When new batteries of artillery arrived they also were retained in Washington until their armament and equipment were completed, and their instruction sufficiently advanced to justify their being assigned to divisions. The same course was pursued in regard to cavalry. I regret that circumstances have delayed the chief of cavalry, General George Stoneman, in furnishing his report upon the organization of that arm of service. It will, however, be forwarded as soon as completed, and will, doubtless, show that the difficult and important duties intrusted to him were efficiently performed. He encountered and overcame, as far as it was possible, continual and vexatious obstacles arising from the great deficiency of cavalry arms and equipments, and the entire inefficiency of many of the regimental officers first appointed ; this last difficulty was, to a considerable extent, overcome in the cavalry, as well as in the infantry and artillery, by the continual and prompt action of courts-martial and boards of examination.

As rapidly as circumstances permitted, every cavalry soldier was armed with a sabre and revolver, and at least two squadrons in every regiment with carbines.

It was intended to assign at least one regiment of cavalry to each division of the active army, besides forming a cavalry reserve of the regular regiments and some picked regiments of volunter cavalry. Circumstances beyond my control rendered it impossible to carry out this intention fully, and the cavalry force serving with the army in the field was never as large as it ought to have been.

It was determined to collect the regular infantry to form the nucleus of a reserve. The advantage of such a body of troops at a critical moment, especially in an army constituted mainly of new levies, imperfectly disciplined, has been

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