Report of Brig. Gen. George F. Shepley, U.S. Army, of affairs April 12.
MARCH 16-APRIL 14, 1864.--Forrest's Expedition into West Tennessee and Kentucky.

Norfolk, Va., May 7, 1864.

Hon. D. W. GOOCH,
Of Committee on Conduct of the War.

        SIR: At my own request, having been relieved from duty as military governor of Louisiana and ordered to report for duty to the commanding general of the army, I left New Orleans on the evening of the 6th of April as a passenger in the Olive Branch, New Orleans and Saint Louis passenger steamer, not in the service of the Government, but loaded with male and female passengers and cargo of private parties. The steamer was unarmed, and had no troops and no muskets for protection against guerrillas when landing at wood-yards and other places.
        The boat stopped at Vicksburg, and I went ashore. When I returned to the boat, as she was about leaving, I found that a detachment of a portion of the men of two batteries--one Ohio and one Missouri--belonging to the Seventeenth Army Corps, with the horses, guns, caissons, wagons, tents, and baggage of the two batteries, had been put on board, with orders, as I afterward learned on inquiring, to report to General Brayman at Cairo.
        The horses occupied all of the available space, fore and aft, on the sides of the boilers and machinery, which were on deck. The guns, caissons, baggage wagons, tents, garrison and camp equipage were piled up together on the bows, leaving only space for the gang-plank.
        The men had no small-arms, so that when the boat landed, as happened in one instance, at a wood-yard where guerrillas had just passed, the pickets thrown out to prevent surprise were necessarily unarmed.
        As the boat was approaching, and before it was in sight of Fort Pillow, some females hailed it from the shore, and said the rebels had attacked Fort Pillow and captured two boats on the river, and would take us if we went on.
        The captain of the Olive Branch said they had probably taken the Mollie Abel, which was due there about that time from Saint Louis. He turned his boat, saying he would go back to Memphis.
        I objected to going back; stopped the boat below the next point; hailed another smaller steamer without passengers, which I saw approaching, and ordered it alongside. I ordered the captain of this boat to cast off the coal barges he had in tow, and take me on board with a section of a battery to go to Fort Pillow. While he was trying to disencumber his boat of the coal barges, another boat, better fitted for the purpose (the Cheek), hove in sight. Finding that I could get her ready quicker than the other, I had her brought alongside and went aboard myself with Captain Thornton, of my staff, and Captain Williams, the ranking officer of the batteries. Before we could get the guns on board, a steamer with troops hove in sight coming down the river from Fort Pillow. We could not distinguish at first whether they were Union or rebel soldiers.
        I asked Captain Pegram, of the Olive Branch, if the story of the women turned out to be true and the rebels had the steamer, could his boat sink her. Captain Pegram replied: "Yes, my boat can run right over her. I ordered him to swing out into the stream to be ready for her. When she approached we saw U.S. infantry soldiers on board that had just passed the fort. She kept on going rapidly down with the current, only hailing the Olive Branch: "All right up there; you can go by. The gun-boat is lying off the fort." This steamer was the Liberty.
        We then proceeded up the river in the Olive Branch. Near Fort Pillow some stragglers or guerrillas fired from the shore with musketry, aiming at the pilot-house.
        I was then in the pilot-house, and, as we kept on, I observed that one of the two other boats I have mentioned, which followed us at some distance, was compelled to put back. The Olive Branch kept on to report to the gun-boat on the station.
        An officer came off from the gun-boat in a small boat, and said he did not want any boat to stop; ordered us to go on to Cairo, and tell captain (name not recollected) to send him immediately 400 rounds of ammunition. There was no firing at the fort at this time. The Union flag was flying, and after we had passed the fort we could see a "flag of truce" outside the fortifications.
        No signal of any kind was made to the boat from the fort or from the shore.
        No intimation was given us from the gun-boat, which had the right to order a steamer of this description, other than the order to proceed to Cairo to send down the ammunition.
        From the fact that the Liberty had just passed down the river from the fort, with troops on board; from her hailing us to go by, and continuing her course down the river without stopping; that no signal was made the Olive Branch from the fort on the shore, and no attack was being made on the fort at the time; that the officer of the gun-boat said he did not want any boats to stop, and ordered the captain of the Olive Branch to go $u and have ammunition sent down to him by first boat, I considered, and now consider, that the captain of the Olive Branch was not only justified in going on, but bound to proceed. The Olive Branch was incapable of rendering any assistance, being entirely defenseless. If any guns could have been placed in position on the boat, they could not have been elevated to reach sharpshooters on the high, steep bluff outside the fort. A very few sharpshooters from the shore near the fort could have prevented any landing, and have taken the boat. We supposed the object of the rebels was rather to seize a boat to effect a crossing into Arkansas than to capture the fort. We had no means of knowing or suspecting that so strong a position as Fort Pillow had not been properly garrisoned for defense, when it was in constant communication with General Hurlbut at Memphis.
        The Olive Branch had just left Memphis, General Hurlbut's headquarters, where it had been during the previous night. If it had not been for the appearance of the Liberty, I should have attempted a landing at Fort Pillow in the small steamer. If any intimation had been given from the gun-boat, or the shore, I should have landed personally from the Olive Branch. The order given to the contrary prevented it.
        Coming from New Orleans, and having no knowledge of affairs in that military district, I could not presume that a fort, with uninterrupted water communication above and below, could possibly be without a garrison strong enough to hold it for a few hours.
        I write hastily and omit, from want of time, to state subsequent occurrences at Fort Columbus and Cairo, except to say that at Fort Columbus, in front of which Buford then was demanding a surrender, I stopped, started to ride out to the lines, and met Colonel Lawrence, the commanding officer, coming in from the front to his headquarters. Offered to remain, with the men on board. Colonel Lawrence said he was in good condition to stand any attack; could communicate with General Brayman; had already taken 400 infantry and one battery from the L. M. Kennett, which had just preceded us, and left 600 men, and another, or other batteries, on board, which he did not need. He declined the proffered assistance as not needed, and immediately on arrival at Cairo I reported all the information in my possession to General Brayman, in command, who was about leaving for Columbus.
        Captain Thornton, Twelfth Maine Volunteers, a gallant officer, distinguished for his bravery at Ponchatoula, where he was wounded and left in the hands of the enemy, was on board the Olive Branch, and will take this communication to the committee. I respectfully ask that he may be thoroughly examined as to all the circumstances. I am conscious that a full examination will show that I rather exceeded than neglected my duty.

I have the honor to be, with great respect, your obedient servant,
Brigadier-General, Commanding.