HEADQUARTERS SECOND DIVISION,
New Berne, N. C., April 22, 1862.

CAPTAIN: I have the honor to report that, in obedience to the order of Major-General Burnside, I proceeded from New Berne with the Twenty-first Massachusetts and Fifty-first Pennsylvania Regiments to Roanoke, and was there joined by part of the Ninth and Eighty-ninth New York and Sixth New Hampshire.

We proceeded directly to Elizabeth City and commenced disembarking on the 19th instant at midnight, at a point about 3 miles below, on the east side. By 3 p.m. Colonel Hawkins" brigade, consisting of the Ninth and Eighty-ninth New York and the Sixth New Hampshire, were landed and ready to move. I ordered Colonel Hawkins to proceed at once with his brigade toward South Mills for the purpose of making a demonstration on Norfolk. I remained to bring up the other two regiments, they having been delayed by their vessels getting aground at the mouth of the river. They came up at daylight and were landed by 7 a.m. I proceeded directly toward South Mills, and about 12 miles out met Colonel Hawkins' brigade, who, it seems, lost his way, either by the treachery or incompetency of his guide, he having marched some 10 miles out of his way. As his men were very much jaded by their long march, I ordered them to follow the Second Brigade.

Proceeding about 4 miles farther, to within a mile and a half of South Mills, the rebels opened upon us with artillery before my advance guard discovered them. I immediately reconnoitered their position, and found that they were posted in an advantageous position in a line perpendicular to the road--their infantry in ditches and their artillery commanding all the direct approaches, their rear protected by a dense forest. I ordered the Fifty-first Pennsylvania immediately to file to the right and pass over to the edge of the woods to turn their left. I also ordered the Twenty-first Massachusetts to pursue the same course, and when Colonel Hawkins came up with his brigade I sent him with the Ninth and Eighty-ninth New York to their support. The Sixth New Hampshire were formed in line to the left of the road and ordered to support our four pieces of artillery.

Owing to the excessive fatigue of the men they could not reach their position for some time. In the mean time the enemy kept up a brisk artillery fire, which was gallantly responded to by our small pieces under charge of Colonel Howard, of the Coast Guard, who during the entire engagement displayed most conspicuous gallantry and rendered very efficient service both during the action and upon the return, he bringing up the rear. As soon as the Fifty-first Pennsylvania and Twenty-first Massachusetts had succeeded in turning their left they opened a brisk musketry fire, and about the same time the Ninth New York, also coming in range and being too eager to engage, unfortunately charged upon the enemy's artillery. It was a most gallant charge, but they were exposed to a most deadly fire of canister, grape, and musketry, and were forced to retire, but rallied immediately upon the Eighty-ninth New York. I then ordered both regiments to form a junction with the Twenty-first Massachusetts. In the mean time the Fifty-first Pennsylvania and Twenty-first Massachusetts kept up an incessant fire upon the rebels, who now had withdrawn their artillery and had commenced to retire in good order. The Sixth New Hampshire had steadily advanced in line to the left, of the road, and when within about 200 yards poured in a most deadly volley, which completely demoralized the enemy and finished the battle. Our men were so completely fagged out by the intense heat and their long march that we could not pursue them. The men rested under arms in line of battle until about 10 o'clock p.m., when I ordered a return to our boats, having accomplished the principal object of the expedition, conveying the idea that the entire Burnside expedition was marching upon Norfolk.

Owing to the want of transportation I was compelled to leave some 16 of our most severely wounded men. Assistant Surgeon Warren, of the Twenty-first Massachusetts, was left with the men. I sent a flag of truce the next day to ask that they might be returned to us, Commodore Rowan kindly volunteering to attend to it. We took only a few prisoners, some 10 or 15, most of whom belonged to the Third Georgia Regiment.

The Ninth New York suffered most severely, owing to their premature charge, our total loss in killed and wounded being about 90, some 60 belonging to that regiment.

The officers and men of the several regiments all behaved with their usual gallantry and many are worthy of particular mention, and I presume the brigade and regimental commanders will do justice to their respective commands. I will forward their reports as soon as received.

The return march was made in perfect order, and few if any stragglers were left behind. Considering that during the advance the weather was intensely hot and that on the return a severe rain rendered the roads very muddy, and that a portion of the command had to march 45 miles and the other 35 and fight a battle in the mean time, and that all this was accomplished in less than twenty-four hours, I think that the commanding general has every reason to be satisfied with his command.

I desire to return my thanks to Commodore Rowan and the officers and men under him for their untiring energy in disembarking and re-embarking my command, and also to Lieutenant Flusser for the gallant manner in which he assisted us by proceeding up the river and driving the enemy out of the woods along the banks. Colonel Hawkins, commanding the First [Fourth] Brigade, and Lieutenant-Colonel Bell, commanding Second, both displayed conspicuous courage, as did also the regimental commanders. Lieutenant-Colonel Clark commanded the Twenty-first Massachusetts, Major Schall the Fifty-first Pennsylvania, Lieutenant-Colonel Kimball the Ninth New York, Colonel Fairchild the Eighty-ninth New York, and Lieutenant-Colonel Griffin the Sixth New Hampshire. Captain Fearing, aide-de-camp to General Burnside, accompanied me as volunteer aide, and rendered efficient and gallant service; also Captain Ritchie, commissary of subsistence, and Lieutenants Gordon and Breed, of the Signal Corps. My own aides, Lieutenants Reno and Morris, behaved with their usual gallantry. As soon as the brigade and regimental reports are furnished I will forward them, together with a complete list of killed and wounded.

The enemy's loss was considerable, but they succeeded in carrying off most of their wounded. Several, however, were left on the field, one of whom was a captain of the Third Georgia Regiment. The color-bearer of the Third Georgia Regiment was shot down by the Twenty-first Massachusetts while waving defiantly his traitorous flag. The enemy had from six to ten pieces of artillery and from 1,800 to 2,000 men. We approached to within 30 miles of Norfolk, and undoubtedly the defeat of one of their best regiments, the Third Georgia, produced considerable panic at Norfolk.

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

J. L. RENO,

Brigadier-General, Commanding Second Division.

Capt. LEWIS RICHMOND,

Assistant Adjutant-General.