into the hold, they were left in place; but a bulwark of oak two feet thick was built around them. The pilot-houses were protected against musketry. It is due to Colonel Ellet to say that these boats were not what he wished, but merely a hasty adaptation, in the short period of six weeks, of such means as were at once available to the end in view. He thought that after striking they might probably go down, but not without sinking the enemy too. When they were ready he was given the command, and the rank of Colonel, with instructions which allowed him to operate within the limits of Captain Davis's command, and in entire independence of that officer; a serious military error which was corrected when the Navy Department took control of the river work. No further attack was made by the Confederate fleet, and operations were confined to bombardment by the gunboats and constant reply on the part of the forts until June 4th. That night many explosions were heard and fires seen in the fort, and the next morning the fleet moved down, found the works evacuated and took possession. Memphis and its defences became no longer tenable after Beauregard's evacuation of Corinth on the 30th of May. On June 5th, the fleet with transports moved down the river, anchoring at night two miles above the city. The next morning at dawn the River Defence Fleet was sighted lying at the levee. They soon cast off, and moved into the river, keeping, however, in front of the city in such a way as to embarrass the fire of the Union flotilla. The Confederate vessels, still under Montgomery's command, were in number eight, mounting from two to four guns each: the Van Dorn, flag steamer; General Price, General Lovell, General Beauregard, General Thompson, General Bragg, General Sumpter, and the Little Rebel. The Union gunboats were five, viz.: the Benton, Louisville, Carondelet, St. Louis, recently taken charge of by Lieutenant McGunnegle, and Cairo. In addition, there were present and participating in the ensuing action, two of the ram fleet, the Queen of the West and the Monarch, the former commanded by Colonel Ellet in person; the latter by a younger brother, Lieutenant-Colonel A.W. Ellet.