On the 12th of May, immediately following the occupation of this point, President Lincoln issued a proclamation, announcing the ports of Beaufort, Port Royal, and New Orleans, to be open to commerce under the laws of the United States. [Illustration: UNION HEROES ROUSSEAU. MEADE. GILLMORE. SLOCUM. STONEMAN.] CAPTURE OF FORTS PILLOW AND RANDOLPH: OCCUPATION OF MEMPHIS. JUNE 4–6, 1862. During the time that Major-General McClellan was conducting his army in its retreat towards the James river, much, that was of great moment to the country, was taking place in other directions. The rebels had fled from Corinth, leaving it in the possession of the Federal troops, under General Halleck. Forts Pillow and Randolph now became an easy prey, having been flanked, and, to a great degree, surrounded, by National troops, and having already had a large portion of their garrisons withdrawn, to aid General Beauregard in his unsuccessful defence of Corinth. In this condition the rebels speedily decided that flight was the only safe course left to them, and, on the 4th of June, having previously destroyed every thing that could not be removed, they evacuated the two forts. All obstructions to the navigation of the river having been now removed, the National fleet, on the morning after the Federals had taken possession of the heights, descended the river to Memphis, and cast anchor, about two miles above the city. The fleet consisted of the five gunboats, Benson, Saint Louis, Carondelet, Cairo, and Louisville; and the four rams, Lancaster, Monarch, Number Three, and Queen of the West—the rams being under command of Colonel Charles Ellet, Jr. The rebel gunboats had also assembled at that point, from above and below—to dispute the further passage of the stream—making a formidable fleet, which consisted of the iron-clads, Little Rebel, Jeff Thompson, Sumter, Beauregard, Bragg, Price, Lovell, and Van Dorn. The rebel fleet was under the command of Commodore E. Montgomery. It was late in the evening when the Federal fleet anchored for the night; and some of the most eager of the officers, seeing there were no batteries to pass, were anxious to push on to Memphis at once, and were clamorous in asking why they must remain simply within view of the wished-for haven during the whole night.