Battle of Marion The Battle of Marion ( December 17 – 18 , 1864 ) was a military engagement fought between units of the Union Army and the Confederate Army during the American Civil War near the town of Marion , Virginia . The battle was part of Union Maj . Gen . George Stoneman ' s attack upon southwest Virginia , aimed at destroying Confederate industrial infrastructure near Saltville and Marion . Union Cavalry and Infantry regiments — some 4 , 500 soldiers in total — left Tennessee on December 17 for southwestern Virginia . Through two days of fighting , a Confederate force under the command of John C . Breckinridge — totalling 1 , 200 – 1 , 500 infantry and cavalry — was successful in holding defensive positions in and around the town of Marion . On the first day , successive Union attacks were defeated by a well - coordinated Confederate defenses near a covered bridge outside of Marion . By the end of the second day , dwindling ammunition supplies forced Confederate forces to withdraw from the area . With casualties for both sides approaching 300 , Union forces proceeded to destroy the salt mines , lead works , and other beneficial Confederate infrastructure in Marion and Saltville . Background . By 1864 , the American Civil War was slowly drawing to a close . With Abraham Lincoln re - elected as President of the Union , and Gen . Ulysses Grant made commander of the Union Army , the possibility of a Confederate victory was steadily lessened . Along the Eastern Seaboard , Union forces pushed the Confederate forces of Gen . Robert E . Lee steadily back in successive Union victories at Wilderness and Spotsylvania . In the Appalachian mountains , Phillip Sheridan had defeated Confederate armies in the Shenandoah valley . As Union forces pushed southward , they destroyed significant portions of the Confederate agriculture base . As Union forces defeated Confederate armies in the northern reaches of the CSA , Gen . William T . Sherman began his march to the sea , which would eventually succeed in destroying 20 % of the agricultural production in Georgia . As Union forces advanced south , the infrastructure near the town of Marion — located in Southwest Virginia on the Middle Fork of the Holston River , between Saltville and Wytheville — became a major objective of Union forces . Marion itself was politically divided , with citizens fighting for the Union and the Confederacy . Until the winter of 1864 , the town ' s location in a mountainous region had protected it from major fighting . In November 1864 , George Stoneman — deputy commander of the Department of the Ohio and in charge of all Union cavalry units in eastern Tennessee — proposed an expedition into southwest Virginia to disrupt the production of supplies and facilities beneficial to the Confederacy . This gained the approval of Maj . Gen . John Schofield on December 6 , 1864 . Troops . The Union forces consisted of about 4 , 500 men from a variety of different units , including several units which had participated in smaller - scale raids into Southwest Virginia earlier in the conflict . The Union army was under the command of Maj . Gen . George Stoneman , Brig . Gen . Alvan Gillem , and Brig . Gen . Stephen Burbridge . The majority of the forces that would have been stationed at Marion had been transferred to the Army of Northern Virginia . The heavily scaled - down Confederate forces consisted of approximately 1 , 500 men , under the overall command of Maj . Gen . John C . Breckinridge and Brig . Gen . Basil Duke . Union Forces . Stoneman used troops under Brig . Gens . Alvan Gillem and Stephen Burbridge , including the 5th and the 6th U . S . Colored Cavalry Regiments — both of which had participated in the previous attempt to destroy the salt works during the First Battle of Saltville . Stoneman ordered Burbridge to bring his division of 4 , 200 cavalrymen through the Cumberland Gap to join Stoneman and Gillem at Knoxville , Tennessee , where Gillem was refitting his own command into a picked force of 1 , 500 men . Stoneman did not reveal the objectives of the expedition to his subordinates until three days after they had departed Knoxville on December 10 . On December 12 , Stoneman ' s force flanked and forced back Confederate Brig . Gen . Basil W . Duke ' s cavalry at Rogersville , Tennessee . Union forces defeated and scattered Confederate troops the next day at Kingsport , Tennessee . There Gillem captured 84 prisoners , including Col . Richard C . Morgan and the brigade ' s supply train . On December 14 , the Union regiments began to push Duke ' s cavalry back toward Abingdon , Virginia . The next day , Stoneman and his cavalry went into camp at Glade Spring , Virginia , which was approximately west of Marion . On December 16 , Stoneman ' s cavalry advanced towards Marion , destroying infrastructure and public buildings in their path . Confederate Forces . The Confederate forces were under command of Maj . Gen . John C . Breckinridge — former Vice - President of the United States , and also candidate for U . S . President in 1860 — the commander of the Department of Southwest Virginia . His command consisted of approximately 1 , 000 regular troops with another 500 militia in reserve . Most of the companies had been transferred to the Army of Northern Virginia to help in the defense of Richmond . Breckinridge ' s forces consisted of Colonel Henry Giltner ' s brigade — formed from the soldiers of the 4th Kentucky Cavalry and the 10th Kentucky Cavalry Battalions — the 11th Kentucky Mounted Rifles — later renamed the 13th Kentucky Cavalry Battalion — and the 64th Virginia Mounted Infantry . It also included Basil Duke ' s cavalry , Brig . Gen . George Cosby ' s cavalry , and Col . Vincent Witcher ' s 34th Battalion of Virginia Cavalry . On the night of December 18 , Breckinridge and his troops moved out of Saltville , Virginia , in an effort to stem Stoneman ' s advance . Taking the regular troops with him , Breckinridge left Col . Robert Preston in charge of the 500 militia men to defend the salt works . Breckinridge sent Witcher and his men of the 34th on ahead of the main force and ordered them to harass the Union forces . At about 3 a . m . , Breckinridge and his small company began to cross Walkers Mountain . In the last few days before the march , of rain had fallen , leaving the roads muddy and travel difficult . By about 4 a . m . , they reached the main road near Seven Mile Ford , Virginia where Breckinridge halted to wait for daylight before continuing . Battle . Advance . Around noon of December 17 , 1864 , Breckinridge ' s men mounted their horses and rode towards Marion . Meanwhile , Stoneman sent some of his Tennessee regiments to Wytheville to destroy anything that looked valuable . Stoneman also sent two regiments of cavalry to destroy the lead mines and smelting facilities that were located about from Wytheville . Stoneman and Burbridge continued on toward Marion where they encountered Witcher and his men . Burbridge ' s front regiment easily pushed back Witcher ' s small regiment , who stopped just so they could fire a volley into the Union cavalry . They then continued to retreat toward Marion . Witcher sent a courier to inform Breckinridge that they were coming to join them at Marion . First day . Breckinridge ' s front regiment was the 10th Kentucky Mounted Rifles , under the command of Col . Benjamin Caudill . Caudill ' s men dismounted and fired into the Union cavalry , inflicting minor casualties . As the rest of Breckinridge ' s troops began to arrive on the scene , Stoneman ' s soldiers secured elevated positions overlooking the river . Breckinridge observed that these hills were the best defensive positions in the area , ordering his front regiments to eliminate Union resistance on the hills . The rest of Giltner ' s Brigade also joined in the charge , routing the Union soldiers and allowing the Confederate forces to use the defensive positions themselves . Upon losing the heightened positions , Burbridge ordered his own forces to counterattack the Confederate positions . When the Union regiments advanced on the hills , Confederate infantry and cavalry inflicted heavy casualties , slowing Burbridge ' s progress . As Union forces continued to attack the hill , Maj . Richard Page — commander of the Confederate artillery squadrons at Marion — fired his battery of 10 - pounder Parrott rifle s , in an attempt to slow the Union charge . Taking heavy casualties , and facing heavy fire from all sides , Burbridge ' s front regiments withdrew . The Union officers , refusing to withdraw , reorganized their regiments and resumed the attack . As with the previous charge , the Confederate line held , repelling what remained of the Union regiments . After repelling a final charge , Confederate forces had succeeded in holding their elevated positions throughout the first day of combat . Throughout the night , Breckinridge ordered his forces to move forward and construct new barricades to receive the next day ' s attacks . These new positions placed the opposing armies within of one another . In the lull between the fighting , elements of the Union forces were ordered to take up positions at a covered bridge on the river . With 75 men advancing to positions near the bridge , both sides prepared to resume combat the following day . Second day . At dawn , Union forces positioned at the covered bridge opened fire , harassing the Confederate forward positions . As the morning ' s fog lifted , Brubridge ' s regiments attacked . Columns of Union soldiers moved across the fields , subjected to heavy defensive fire from Breckinridge ' s Confederate forces . As the day progressed , a combination of Union regiments succeeded in pushing back the 4th Kentucky Infantry Regiment . Confederate counterattacks , however , succeeded in recapturing the breastwork positions . As the counterattack progressed , Union forces at the covered bridge took increasing pressure from the 4th Kentucky Regiment . Realizing that the location was unprotected , the remaining Union forces attempted to withdraw to the starting lines . Confederate forces — now stationed near the covered bridge — exacted heavy casualties on retreating forces . The few Union soldiers who remained at the bridge — now caught between multiple Confederate regiments — refrained from attacking . When Union forces attempted to break through to the bridge , Confederate forces inflicted further casualties , forcing the attack to withdraw . On the far right , Duke was pressed hard by columns of attacking Union soldiers . Seeing this , Col . Giltner sent his regiment to reinforce Duke . Before Giltner ' s reinforcements arrived , Duke and his men counterattacked the Union line — routing it and forcing a withdrawal . Duke and Witcher then combined forces and charged the Union ' s extreme left flank , inflicting significant damage on a Union colored regiment . Having taken heavy casualties and losing strategic superiority , Burbridge and his men conducted a disorganized withdrawal . The Confederates had succeeded in holding the rail breastworks , yet had expended most of their ammunition in doing so . Each Confederate infantryman had fired at least seventy - five rounds , with some firing significantly more . The Union commanders then ordered another charge with a cavalry regiment that reinforced the Union infantry . The unexpected fighting capabilities of the small Confederate force had temporarily created a reprieve for the salt works . Aftermath and significance . Breckinridge ordered his field officers to inspect the troops and to report back with the condition of his troops . The number of men wounded and killed had depleted his troops to a point that he judged that he could no longer hold back the Union forces at his front lines . Ammunition in the camp was also dwindling ; each man had no more than ten cartridges apiece . With their supplies destroyed by Stoneman ' s troops at the towns of Wytheville and Abingdon , there was little hope of being resupplied or reinforced in the near future . Although the vastly outnumbered Confederates had inflicted casualties and slowed the Union advance on Saltville , they were incapable of halting it . Finding their own path to Saltville ' s defenses blocked , Breckinridge and his men retreated further south , while a Union company advanced . Saltville fell to a night attack on December 20 – 21 and the salt works were destroyed by the Union forces . Salt had always been in short supply in Virginia and after the destruction of the salt - mines became " practically nonexistent " , giving Lee ' s sutler s " no means of preserving what little meat they could lay hands on . . . for the hungry men in the trenches outside Petersburg and Richmond " . Additionally , damage to the lead mines near Wytheville would keep them from contributing fully to the war effort for three months . Many wells and water sources were also fouled , leading to the disruption of water supplies . Many of the railroad locomotives , cars , depots , and bridges in the vicinity were destroyed beyond repair during Stoneman ' s campaign . In a memoir , Stoneman wrote that his troops captured 34 officers and 845 enlisted men during the attack into Marion , Virginia .