Overview
After the Confederate victory at the Battle of Chancellorsville from April 30–May 6, 1863, General Robert E. Lee prepared for his Second Invasion of the North. Lee planned to move the Army of Northern Virginia northwest across the Blue Ridge Mountains and then advance through the Shenandoah Valley into Maryland and Pennsylvania. His troops started moving on June 3, and by June 5, the corps commanded by James Longstreet and Richard Ewell had reached the area near Culpeper, Virginia.
On June 9, Union cavalry commanded by Alfred Pleasonton surprised J.E.B. Stuart’s Confederate cavalry at the Battle of Brandy Station. After fighting throughout the day, Pleasonton withdrew without discovering Lee’s main encampment nearby.
Lee’s army continued northwest toward Winchester, where General Robert Milroy commanded roughly 6,900 Union soldiers. Ewell approached with approximately 19,000 Confederate troops and divided his 2nd Corps into two wings.
On June 13, Edward “Allegheny” Johnson approached Winchester from the southeast while Jubal Early approached from the southwest. Milroy did not realize he faced Ewell’s entire corps and concentrated his troops at Winchester despite orders to evacuate toward Harpers Ferry.
On June 14, Ewell placed artillery on high ground west of Winchester and bombarded the Union defenses. Confederate troops captured a small fort and artillery batteries west of town. That night, Milroy decided to evacuate along the Martinsburg Turnpike. Ewell anticipated the withdrawal and sent Johnson’s division around the Union position to block the route.
At about 4:00 a.m. on June 15, Milroy’s retreating troops encountered Johnson’s Confederates near Stephenson’s Depot. Milroy launched three unsuccessful attacks against the Confederate lines. After the Stonewall Brigade reinforced Johnson, Confederate troops counterattacked, and large numbers of Union soldiers surrendered. Milroy escaped with several hundred cavalrymen.
The Confederate victory cleared organized Union resistance from the upper Shenandoah Valley and opened the way for Lee’s advance into Maryland and Pennsylvania. It also strengthened Ewell’s reputation during his first major test as a corps commander.

Essential Facts
- Date: June 13–15, 1863.
- Location: Frederick County, near Winchester, Virginia.
- Participants: The United States of America (USA) and the Confederate States of America (CSA).
- USA Commanders: Robert Milroy.
- CSA Commanders: Richard Ewell.
- Who Won: The Confederate States won the Second Battle of Winchester.
- Campaign: Gettysburg Campaign.
- Era: Civil War, July–December, 1863.
Statistics
United States of America
- Casualties: 3,000–4,000+; 95 killed, more than 300 wounded, and 3,000–4,000 captured or missing.
- Forces Engaged: 2nd Division, 8th Corps, Middle Department, garrisoned at Winchester.
- Troop Strength: Roughly 6,900.
Confederate States of America
- Casualties: 269; 47 killed, 219 wounded, and three missing.
- Forces Engaged: 2nd Corps, Army of Northern Virginia.
- Troop Strength: Roughly 19,000.
Significance
The Second Battle of Winchester is important to American History because the outcome removed organized Union resistance from the upper Shenandoah Valley during the Gettysburg Campaign. Richard Ewell’s forces surrounded Robert Milroy’s garrison, captured important defensive positions, and blocked the Union escape route near Stephenson’s Depot. Thousands of Union soldiers surrendered, while Milroy escaped with several hundred cavalrymen. The Confederate victory opened the way for Robert E. Lee to continue his invasion of Maryland and Pennsylvania. It also strengthened Ewell’s reputation during his first major test as a corps commander following the death of Thomas “Stonewall” Jackson.
History
Lee Heads North
After the decisive Confederate victory at the Battle of Chancellorsville (April 30–May 6, 1863), Robert E. Lee began preparing for his Second Invasion of the North. Lee planned to disengage from Union forces near Fredericksburg, move the Army of Northern Virginia northwest across the Blue Ridge Mountains, and then push northeast through the Shenandoah Valley into Maryland and Pennsylvania.
Troop movements began on June 3, 1863. By June 5, Lee’s 1st Army Corps, commanded by Lieutenant General James Longstreet, and his 2nd Army Corps, commanded by Lieutenant General Richard Ewell, had traveled about forty miles and encamped near Culpeper, Virginia.
Battle of Brandy Station
Also operating in the vicinity was Major General J. E. B. Stuart and his Cavalry Division. On June 9, Union Major General Alfred Pleasonton and his Cavalry Corps launched a surprise attack against Stuart’s Cavalry Division near Brandy Station. After an all-day fight at the Battle of Brandy Station, Pleasonton retired without discovering Lee’s main encampment at Culpeper, which was only six miles away.

Lee Moves Toward Winchester
After the Battle of Brandy Station, Lee’s army continued their trek northwest toward Winchester in the Shenandoah Valley, where roughly 6,900 Federal troops had been garrisoned under the command of Brigadier General Robert Milroy. As Ewell approached Winchester, he divided his 19,000-man 2nd Corps into two wings.
June 13 — Skirmishing Erupts Near Winchester
Skirmishing erupted on June 13, as Confederate Major General Edward “Allegheny” Johnson’s Division approached Winchester from the southeast and Confederate Major General Jubal Early and his Division approached from the southwest. Unaware that he was facing Ewell’s entire corps, Milroy began concentrating his forces at Winchester, despite instructions from Washington to evacuate and fall back to Harpers Ferry.

June 14 — Confederate Successes
Confederates Overrun Federal Fort
Skirmishing continued on June 14 as Ewell’s soldiers began closing in on Milroy’s isolated garrison. Throughout the day, Ewell established artillery positions on the high ground west of town, and he began bombarding the Federal defenders during the late afternoon. The Confederates then overran Milroy’s small fort and batteries guarding the west side of town.
Milroy Tries to Evacuate
By 9 p.m., Milroy, now aware of what he was up against, called a council of war with his officers and decided to evacuate his men via the Martinsburg Turnpike, which ran northeast out of town. Aware of Milroy’s predicament, Ewell sent Johnson’s division on a night flanking march to cut off the Federal avenue of retreat.
June 15 — Federal Surrender
At about 4 a.m. on June 15, the lead elements of Milroy’s retreating garrison encountered skirmishers from Johnson’s Corps roughly five miles north of Winchester, near Stephenson’s Depot. Johnson quickly formed battle lines to block his adversary’s retreat. The now-desperate Milroy launched three unsuccessful assaults attempting to break through the Confederate lines and escape. When the Stonewall Brigade reinforced Johnson, he launched a counterattack and Federal troops began surrendering. Escorted by a few hundred cavalrymen, Milroy escaped from the battlefield and eluded the Confederate troops who pursued him.
Outcome
Union losses at the Second Battle of Winchester were significant. In Ewell’s official report, he claimed to capture “23 pieces of artillery (nearly all rifled), 4,000 prisoners, 300 loaded wagons, over 300 horses, and quite a large amount of commissary and quartermaster’s stores.” The Union lost an additional 95 men killed and over 300 wounded. Ewell’s losses totaled 269 (47 killed, 219 wounded, and 3 missing).
Ewell’s victory cleared the upper Shenandoah Valley of Union resistance, paving the way for Lee’s invasion of Maryland and Pennsylvania. It also enhanced Ewell’s reputation in his first test as a corps commander following the death of Thomas “Stonewall” Jackson at the Battle of Chancellorsville.
Milroy, on the other hand, was disgraced. His defeat was so great that his command nearly ceased to exist following the battle. On June 27, Union General-in-Chief Henry Halleck ordered Milroy’s arrest. In August, President Lincoln authorized the military to convene a court of inquiry to determine Milroy’s culpability at Winchester. After several months of testimony and deliberation, the court of inquiry exonerated Milroy. Despite Milroy’s many requests during the next year, he did not command men in battle again until December 1864.
Timeline
- 1863, April 30–May 6 — Robert E. Lee and the Army of Northern Virginia defeated Joseph Hooker and the Army of the Potomac at the Battle of Chancellorsville.
- 1863, June 3 — Confederate troop movements started as Lee gathered his army near Culpeper, Virginia, for his invasion of the North.
- 1863, June 5 — Confederate forces won the Battle of Franklin’s Crossing.
- 1863, June 9 — Union and Confederate forces fought the inconclusive Battle of Brandy Station.
- 1863, June 13 — Confederate forces under Edward “Allegheny” Johnson and Jubal Early approached Winchester and skirmished with Union forces.
- 1863, June 14
- Ewell’s forces bombarded the Union defenses and captured a fort and artillery batteries west of Winchester.
- Milroy decided to evacuate Winchester along the Martinsburg Turnpike, while Ewell sent Johnson’s division to block the escape route.
- 1863, June 15
- Milroy’s retreating troops encountered Johnson’s forces near Stephenson’s Depot and launched three unsuccessful attacks against the Confederate lines.
- Confederate troops counterattacked after receiving reinforcements from the Stonewall Brigade, forcing large numbers of Union soldiers to surrender.
- Milroy escaped from the battlefield with several hundred cavalrymen.
- 1863, June 27 — Union General-in-Chief Henry Halleck ordered Milroy’s arrest.
- 1863, August — President Abraham Lincoln authorized a military court of inquiry to investigate Milroy’s responsibility for the defeat.
- 1864, December — Milroy commanded troops in battle again for the first time since his defeat at Winchester.
AP US History
Definition
Second Battle of Winchester (1863) — The Second Battle of Winchester was fought from June 13–15, 1863, during the Gettysburg Campaign. Richard Ewell’s Confederate forces surrounded Robert Milroy’s Union garrison at Winchester, captured a Federal fort, and blocked the Martinsburg Turnpike. Milroy launched three unsuccessful attacks near Stephenson’s Depot before Confederate forces counterattacked and forced thousands of Union soldiers to surrender. The Confederate victory cleared the upper Shenandoah Valley and opened the way for Robert E. Lee’s advance north.
Alignment
The Second Battle of Winchester is part of the following AP US History sections:
Suggested Reading
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Mingus and Wittenberg, the authors of more than 40 Civil War books, present a history of the opening moves of the Gettysburg Campaign in the 2-volume study. This compelling study is one of the first to integrate the military, media, political, social, economic, and civilian perspectives with rank-and-file accounts from the soldiers of both armies as they inexorably march toward their destiny at Gettysburg. This first volume covers June 3–21, 1863, while the second, covers June 22–30, completes the march, and carries the armies to the eve of the Battle of Gettysburg.
Historians Eric J. Wittenberg and Scott L. Mingus Sr. combine their talents to produce the most in-depth and comprehensive study of the Second Battle of Winchester ever written. Their balanced effort, based upon scores of archival and previously unpublished diaries, newspaper accounts, letter collections, other firsthand sources, and a deep familiarity with the terrain in and around Winchester and the lower Shenandoah Valley, explores the battle from every perspective.
