_January 24th._--The Generals declared that they had scarcely more than half their men under arms, and these were more inclined to fly than to fight. General Pallu alone thought he might answer for the men of the army reserve. The Intendant-General reported that, without trenching on the magazines of the place, the supplies in hand would last for four days at most. General Billot was in favour of attempting to fight a way through to Auxonne, but he declined to take the command in chief which was offered him. The exhaustion of the troops and their evidently increasing insubordination gave little hope of the success of offensive operations. So there was no alternative but to retire on Pontarlier, as the Commander-in-Chief had proposed. This recourse, even, was seriously threatened. To relieve himself from pressure on the north, General Bourbaki ordered the XXIVth Corps to advance once more and hold the Lomont passes. On the south the XVth was to defend the deep mountain-ravine of the Loue, and General Cremer was more especially to cover the retreat of the army on the right flank, which was most seriously threatened. For this difficult task, in addition to his own Division, a Division of the XXth Corps and the army reserve as the most trustworthy troops were placed under his command. The XVIIIth and the remainder of the XXth were to await marching-orders at Besancon. In the German Head-quarter, where of course the plans of the French could not be known, various possibilities had to be reckoned with. If the French remained at Besancon there would be no need to attack them there; the place was not suited for the accommodation of a large army, and its supplies could not long hold out. That they would again attempt to advance northwards was scarcely likely; by doing so they would be cutting loose from all their resources, and must encounter the larger part of the XIVth German Corps on the Ognon. An attempt to break through to Dijon seemed more possible. But this would be opposed at St. Vit by the 13th Division, at Pesmes by Colonel von Willisen's detachment, and finally by General von Kettler. Thus a retreat on Pontarlier seemed the most likely course; and to hinder their further march from that place would in the first instance be the duty of the IInd Corps, while in the meantime the VIIth was observing the enemy massed in Besancon, and opposing his sorties on both sides of the river. The Commander-in-Chief therefore confined himself to giving general directions to his Generals, expressly authorizing them to act on their own judgment in eventualities which could not be foreseen.