of which had been burned — standing amidst groups of the usual outbuildings and stately groves of shade trees. Patches of timber broke the cultivated surface. In every direction vast encampments were visible. The plateau was from 100 to 125 feet above the Rappahannock, whose flow was for several miles almost due east. It seemed like a regular plain, but was really divided by two deep wooded ravines, down which “runs,” as small water-courses were called in the local vernacular, made for the river. Through one of these the railroad approached it. The small village of Falmouth appeared some distance above, on the left bank of the Rappahannock. Almost directly before and beneath me, on the right bank, the old town of Fredericksburg was situated. It presented itself as a compact mass of brick buildings extending half a mile along, and a quarter of a mile from, the river. The site of the city rose but slightly near the river, but a mile south of it there were considerable heights, extending like the arc of a circle, with the river as the chord, and forming an amphitheatre, as it were, about a mile wide and two miles long, traversed by several highways, the Richmond rail road, and three streamlets, of which the Massaponax was the farthest to the east, and the most considerable. It was known that the rebels occupied the town, but no signs of them were then discernible. The railroad bridge at the east end was in ruins.
After assuming command, General Burnside reorganized the army into three grand divisions of two army corps each — the right, centre, and left — under the respective commands of Major-Generals Sumner, Hooker, and Franklin. The right Grand Division consisted of the Second and Ninth Army Corps, commanded by Major-General D. N. Couch and Brigadier-General O. B. Willcox; the centre Grand Division, of the Third and Fifth Army Corps, under Brigadier-Generals George Stoneman and Daniel Butterfield; and the left Grand Division, of the First and Sixth Army Corps, under Major-General John F. Reynolds and Briga-
