HEADQUARTERS DEPARTMENT OF THE MISSOURI,
Saint Louis, Mo., December 10, 1863.

COLONEL: I have the honor to submit a general summary of military operations in this department since the 24th of May, 1863, when I assumed this command.

At that time active operations against the organized force of the enemy in Arkansas had been suspended until the opening of the Mississippi should give us a new base and a new line of operations, by which it would be practicable to operate in the interior of Arkansas. There was no immediate employment for the troops of this department except the ordinary police duties in Missouri, Kansas, and among the Indian tribes in the Western Territories.

The effective troops in the department at that time consisted of 14,248 infantry, 15,509 cavalry, and thirteen batteries of artillery, distributed as follows, viz: The Army of the Frontier distributed along the southern border of Missouri and Kansas, and in the Indian Territory as far south as Fort Gibson, 5,011 infantry, 3,826 cavalry, and four batteries of artillery. Troops doing police duty in Missouri, 5,657 infantry, 9,200 cavalry, and six batteries. In Kansas, 3,506 infantry, 1,343 cavalry, and two batteries. In Nebraska, 392 cavalry. In Colorado, 74 infantry, 748 cavalry, and one battery.

In addition to the above, the Governor of Missouri had commenced the organization of nine regiments of militia, styled "provisional regiments," intended for continuous active service. A portion of this militia had been in active service for a considerable length of time, but not under the orders of the department commander, and not acting in concert with the United States troops. At my suggestion, the Governor placed these nine regiments under my command; whereupon the War Department gave me authority to supply them with everything necessary to their efficiency, and they became a real addition to the effective force in the department, making my entire force 36,816 men effective.

With a view to the commencement of active operations as soon as practicable, I reorganized the Army of the Frontier, uniting all the cavalry and adding to it, forming a division of cavalry 6,000 strong, with a proper proportion of artillery, under Brig. Gen. J. W. Davidson, and forming the infantry into a single division, with three batteries, under Maj. Gen. F. J. Herron, intending to send the infantry and artillery by water to a new base on the river, and let the cavalry march overland, as soon as General Grant's operations should enable me to commence an aggressive movement.

This reorganization had but commenced, when, on the 2d day of June, I received a dispatch from the General-in-Chief, directing me to send all the force I could spare to the aid of General Grant at Vicksburg. Accordingly I immediately dispatched eight regiments of infantry and three batteries, under Major-General Herron, and subsequently sent in the same direction three more regiments of infantry, in all 8,000 men Also to enable Brig. Gen.[A.] Asboth, commanding at Columbus, to meet an expected attack, I sent him from New Madrid, on the 30th of July, 1,300 men, and to Major-General Rosecrans, commanding Department of the Cumberland, a regiment-of cavalry and two regiments of infantry, 2,400 men, making a total of forces transferred from my department of 11,700 men and three batteries.

This great reduction of the force before considered necessary for defensive purposes, left me very weak in Missouri and Kansas, and, occurring at the season favorable for guerrilla operations, exposed these States to the depredations of guerrillas, from which they continued to suffer more or less until the success of my main force in Arkansas, and that of the detachments operating in Missouri and Kansas, rendered it impossible for them to longer exist in these States.

The capture of Vicksburg and Port Hudson by the forces under Generals Grant and Banks on the 4th and 8th of July, respectively, opened the way for active operations in Arkansas, and enabled General Grant to return to me the troops I had sent him. I inclose herewith copies of correspondence with General Grant on that subject, which, together with orders from the General in-Chief, resulted in his sending (including the force already at Helena) a force of about 8,000 infantry and five batteries, to form, with troops to be sent from Missouri, an expedition against the enemy in Arkansas. At my request, Maj. Gen. Frederick Steele was sent to command this force. At the same time I sent the cavalry division, under Brigadier-General Davidson, with orders to move south, through the eastern part of Arkansas, and effect a junction with the force at Helena. Copy of instructions to General Davidson is inclosed herewith, marked A [Nos. 5 and 6]; also copy of instructions for General Steele, marked B [No. 9].

General Davidson reached Wittsburg, on the Saint Francis River, on the 28th day of July, without encountering any considerable force of the enemy, and opened communication with General [L. F.] Ross, then commanding at Helena, General Steele not having arrived at that time.

On the 10th day of August, General Steele had completed the organization of his forces, and commenced his advance, via Clarendon, on White River; thence up that river to Devall's Bluff, where he established his base of operations. Considerable time was consumed here in fortifying, establishing depot for supplies, hospital for the sick, who had become frightfully numerous, and in making other necessary preparations for a further advance. These preparations were completed on the 1st day of September.

The enemy, under Sterling Price, occupied an intrenched position 3 miles east of Little Rock, covered by cavalry outposts at Bayou Mete and Ashley's Mills. His force was estimated at about 16,000 men, with thirty-eight pieces of artillery. General Steele's effective force was about 13,000 men, with fifty-three pieces of artillery.

Steele advanced, with the main body of his infantry, against the enemy's position, while the cavalry, under Davidson, crossed the Arkansas River 7 miles below Little Rock, encountering the rebel cavalry, under Marmaduke, defeated him after a sharp engagement, and marched upon the town. Price, finding his position turned, hastily abandoned his intrenchments, retreated across the river, destroying his bridges, and escaped from the town before the arrival of our cavalry. Davidson's division entered Little Rock at dark in the evening of the 10th of September.

The enemy retired toward Arkadelphia, pursued the next day about 20 miles by a considerable force of cavalry and artillery, under command of Col. Lewis Merrill, U.S. Volunteers, but with no very important results.

For the details of these operations, resulting in the capture of Little Rock, and subsequent pursuit of the enemy, I respectfully refer to reports heretofore forwarded.

Since the capture of Little Rock, the time has been chiefly employed in perfecting communications, including repair of the railroad to Devall's Bluff, the fortification of Little Rock, and the occupation of points necessary to the security of the Arkansas River as a line of defense, and in preparation for an advance to Red River as soon as General Banks' operations should justify. The cavalry of General Steele's command has been actively employed during the time against the enemy's cavalry, and with considerable success in the capture of prisoners, arms, and other property.

On the 25th day of October. Marmaduke, with about 2,500 cavalry and twelve pieces of artillery, attacked a force of about 800 cavalry of the Fifth Kansas and the First Indiana Cavalry, and nine pieces of artillery, under Colonel [P.] Clayton, of the Fifth Kansas Cavalry, at Pine Bluff. The fight was sharp, lasted five hours, and resulted in a decisive victory to our troops.

Some cavalry, sent from Little Rock and Camden, under Lieutenant-Colonel [H. O.] Caldwell, Third Iowa Cavalry, pursued the rebel cavalry <ar32_15> to Arkadelphia, captured that place, with a number of prisoners and some property. Colonel Clayton's and Lieutenant-Colonel Caldwell's reports were forwarded on the 19th instant.

On the 9th of June, I made a division of the former District of Kansas, the one embracing the northern portion of Kansas and the border counties of Missouri, the other the southern portion of Kansas, the Indian Territory, and Western Arkansas. Major-General [J. G.] Blunt was placed in command of the latter district, and Brigadier-General [Thomas] Ewing, [jr.,] of the former, with his headquarters at Kansas City, as near as possible to the center of the disturbed portion of his district.

The troops placed under General Ewing's command were selected with reference to their fitness for that special service, as far as practicable at that time. On the 11th day of June, General Blunt assumed command at Fort Gibson, Ind. T., at that time occupied by a small force, mostly Indians, under command of Col. William A. Phillips. All troops had been withdrawn from Western Arkansas some time before. On the 20th of July, General Blunt reported that he was threatened by a force about 15,000 strong, under Cabell and [D. H.] Cooper, and asked for re-enforcements. His force at that time amounted to about 3,000 men, of whom about one-half were Indians. I sent him about 1,500 men from Southwest Missouri, under Colonel [W. F.] Cloud, of the Second Kansas Cavalry, which force reached Fort Gibson on the 22d of August. General Blunt crossed the Arkansas River to attack the enemy, but they retreated without a general engagement. On the 1st of September, Colonel Cloud's brigade came up with the enemy's rear, about 16 miles southeast of Fort Smith, and, after a short skirmish, routed them, with a loss of 8 killed and wounded on our side and 20 to 30 on that of the enemy, and capturing 40 prisoners.

General Blunt, with the First Arkansas Infantry, occupied Fort Smith on the same day without opposition--ten days before the capture of Little Rock. Since that time we have held, without difficulty, the line of the Arkansas River, and our cavalry have operated as far south as Arkadelphia.

The border of Kansas and Missouri has been the scene of the most revolting hostilities during the past two years. The summer just ended has been no exception to this rule. A band of outlaws, numbering sometimes as high as 500 men, have infested the thickly wooded fastnesses in the western counties of Missouri, from which to prey upon the unarmed people. These brigands were aided in every way, whether willingly or unwillingly, by the large majority of the inhabitants of those counties, making it impossible, with any reasonable force, to drive them out or capture them.

On the 19th of August, the brigands secretly assembled to the number of about 300, near the border of Kansas, marched rapidly upon the town of Lawrence, and attacked it at dawn of day, when the people were least prepared for defense. No resistance whatever was offered. The town was robbed and burned, and the unarmed people murdered in the most fiendish manner. Probably no act of the war has been so barbarous in its whole details as this. I refer you to the report of Brigadier-General Ewing, forwarded to Washington on the 4th of September, for full details of the operations of his troops in pursuit of the murderers. The excitement among the people of Kansas, resulting from the massacre at Lawrence, was necessarily intense. For a time it threatened a serious difficulty, from the desire of a large portion of the people to enter Missouri to avenge the crime that had been perpetrated upon one of their fairest towns. Wiser counsels, however, prevailed, and the excitement passed off without further trouble. To guard against the probability of the recurrence of such a calamity, I recommended to His Excellency the Governor of Kansas to adopt the system which had been established in Missouri a year before, of organizing and arming all the militia of the State, thus placing every town, at least, in condition to defend itself from any guerrilla attack This suggestion was as promptly adopted, and the State soon made secure.

For some time previous to the Lawrence massacre, the necessity of adopting some measures more vigorous than any before adopted to rid the border counties of the brigands who had so long infested them had been discussed, and I had directed General Ewing to remove the families of all guerrillas and all those who were known to aid them, and also the slaves of all disloyal persons living in those counties, it having been shown satisfactorily that a main object of the guerrilla bands was to protect their disloyal friends in the possession of their slaves, and that they were encouraged and supported for this purpose. After the massacre at Lawrence, General Ewing deemed this measure not adequate, and ordered a total depopulation of the district which was then the chief haunt of the guerrillas. After a protracted visit to the border, and as full an examination of the case as I could make, I modified General Ewing's order so far as to preserve, as far as possible, all property in the depopulated district, and approved the order. The measure, though very severe, seemed necessary at the time, and I believe the result has proved the wisdom of it. The guerrillas soon found it impossible to live where before they had roamed almost at will. Large numbers of them were killed, and the remainder driven beyond the Arkansas River. Since the rebels have all been driven out, I have directed that all the loyal people of those counties be permitted to return to their homes, and that they be armed and organized into companies. I believe there will be no difficulty hereafter in preserving peace in that district. In the retreat of the enemy from Little Rock and Fort Smith, several small bands of guerrillas were left in the northern part of Arkansas, and two or three still remained in Missouri.

About the last of September, a detachment of rebel cavalry, from 600 to 800 strong, under command of Shelby, left Prices army, near Arka-delphia, in Arkansas, moved north, and crossed the Arkansas River a short distance below Fort Smith. After Crossing, Shelby moved rapidly toward Huntsville, which place he reached September 30, and moved thence via Bentonville, Ark., cutting the telegraph line as he passed; thence through Pineville to Neosho, Mo., where he attacked and captured two companies of Missouri militia.

Shelby was joined in Arkansas by Brooks and other guerrilla leaders, and in Missouri by Quantrill, Jackman, and others, with all the guerrillas in Western Missouri. These increased his force to about 2,000 men. Passing rapidly through Greenfield and Warsaw, he succeeded in destroying the La Mine Bridge, on the Pacific Railroad, and reached the town of Boonville, on the Missouri River. Up to this time he succeeded in entirely eluding the troops sent to intercept him, and passed north of them. At Boonville he was overtaken by Brig. Gen. E. B. Brown, with about 1,500 men, and pursued to Marshall, skirmishing continually. At Marshall, Shelby made a stand, and a sharp fight ensued, lasting five hours, and resulting in a total defeat of the rebels. They scattered in all directions and fled toward Arkansas, hotly pursued by General Brown's troops. Subsequently, the chase was taken up by Colonel Weer, then by General Ewing, and finally by General McNeil who continued the pursuit until the remnant of Shelby's force had crossed <ar32_17> the Arkansas River. The pursuit was attended with numerous skirmishes, always favorable to our troops, and resulted in a loss to the enemy of more than half his force, two pieces of artillery (all he had), all his ammunition, baggage, and plunder.

Quantrill, Jackman, and other guerrilla leaders, who have been the curse of Missouri and Kansas during the past two years, were driven out with Shelby, or about the same time, leaving behind them a state of peace and security to which the people have long been strangers.

I respectfully refer to accompanying reports for details of these operations. They exhibit a degree of energy and endurance on the part of our troops worthy of all commendation.

Military operations in the Territories of Nebraska and Colorado have not been of special importance. The Indians in those Territories, although occasionally manifesting a hostile disposition, have thus far remained quiet, and the troops on the frontier have proven amply sufficient to protect the people and important public interests. Several of the tribes have recently manifested an unusual hostile feeling, and have given evidence of a combination for war upon the white settlers. Timely measures have been instituted to prevent actual hostilities, if possible, and to meet them with an adequate force, if necessary.

Of the numerous skirmishes and engagements within the last five months, twenty-eight have been reported, showing a loss on our side of 159 killed, 311 wounded, and 200 prisoners; and on that of the enemy 643 killed, 697 wounded, and 856 prisoners. To the enemy's loss must also be added the large number of desertions, consequent upon his defeat.

Measures have been taken to secure prompt and accurate reports hereafter of all engagements and skirmishes, and in future reports details will be given more explicitly. The total effective force now in the department is about 36,800 men, including troops returned to me by General Grant, re-enforcements received from Major-General Pope's department, and new organizations of white and colored troops recruited since the 31st of May. It does not exceed that of the 24th of May,when the honor of the command was conferred upon me. Yet it has repossessed, and now securely holds, over 60,000 square miles more of territory.

I have not deemed it necessary in this report to refer to matters not of a purely military character. The perplexing subjects, of a semi.political character, which are inseparably connected with this command, have been the subject of correspondence from time to time with the General-in-Chief and the War Department, and the Government is fully informed of all that has transpired.

I have the honor to be, very respectfully, your obedient servant,

 J. M. SCHOFIELD,

Major-General.

Col. E. D. TOWNSEND,

Assistant Adjutant-General, Washington, D. C.