The conversation which Mr. Stuart states you to have had with the [] and the remonstrances with which you have followed it, are perhaps as much as can be done by you in your situation. The effect produced upon the and the measures which he said were determined, are very good, if we were looking to events six months hence; but the situation in which we are, calls for something more efficient and energetic; Madrid is threatened, the French have destroyed one army, have passed the Ebro, and are advancing in superior numbers against another, which from its composition and strength promises no resistance, but must either retire or be overwhelmed; no other armed force exists in this country; I perceive no enthusiasm or any determined spirit amongst the people. The French cavalry, even in parties so weak as eleven or twelve men, enter the villages in Leon and the neighbouring provinces, and raise contributions without opposition.—This is a state of things quite different from that conceived by the British government, when they determined to send troops to the assistance of Spain. It was not expected that these were to cope alone, with the whole force of France, but as auxiliaries to aid a people who were believed to be enthusiastic, determined and prepared for resistance. It becomes therefore a question, whether the British army should remain to be attacked in its turn, or retire from a country, where the contest, from whatever circumstances, is become unequal.—I wish to throw no responsibility off myself, which properly belongs to me; the question is not purely a military one, but belongs as much to you as to me to decide upon it. Your communications with the Spanish government, and the opportunities you have bad of judging the general state of the country, enable you to form as just an estimate of the resistance which is likely to be offered; you are perhaps better acquainted with the views of the British cabinet; and the question is, what would that cabinet direct, were they upon the spot to determine? It is of much importance that this should be thoroughly considered. It is comparatively of very little consequence, in whom shall rest the greatest responsibility; I am willing to take the whole or a part; but I am very anxious to have your opinion. The movements of the French give us but little time for discussion. As soon as the British army has formed its junction, I must, upon the supposition that Castanos either is beaten or retires, march upon Madrid, and throw myself into the heart of Spain, and thus run all risks, and share the fortunes of the Spanish nation, or I must fall back upon Portugal: in the latter case, I fall back upon my resources in Lisbon, cover a country where there is a British interest, act as a diversion in favour of Spain, if the French detach a force against me, and am ready to return to the assistance of the Spaniards, should circumstances again render it eligible.—By marching into Spain, I detach myself from my resources, and should probably be able to take with, me a small portion of the military stores I have brought forward; in which case I should not be equal for a time to much contest, but every thing would be sent from Lisbon to Cadiz, and from thence join me. Tike movement into Spain is one of greater hazard, as my retreat to Cadiz or Gibraltar must be very uncertain; I should be entirely in the power of the Spaniards. But perhaps this is worthy of risk, if the government and people of Spain are thought to have still sufficient energy and means to recover from their defeats, and, by collecting in the south, be able, with the aid of the British army, to resist, and finally to repel the formida- ble attack which is prepared against them. It is impossible not to wish that the Spaniards may be at last successful in a struggle which does them so much honour. They are a fine people. But I much fear the opportunity is now passed, and no effort they are likely to make will be sufficient, or in time to stand the armies they must engage. Upon this subject however I cannot be very, decided, and shall be most happy to find myself mistaken.

With respect to a retreat upon Portugal, I wish to confine myself to a simple political opinion, which, supposing other considerations not to be decidedly adverse, might, I think, determine for a retreat upon Gallicia or the strong country in the neighbourhood of Astorga in preference to Portugal, supposing of course a retreat to be already determined upon as absolutely necessary. If, however, you do me the honour to consult me respecting the general state of the country, and the means of resistance to be expected from it, I should say, that the provinces which you have hitherto seen, are, of all Spain, the least distinguished for a military spirit.—In the course of the late events they have been wholly passive, and have seen their country occupied successively by the stronger party; and indeed it is difficult to blame them; living in open towns in vast plains, without either arms or horses, they have neither the means of defence or escape. But even here we see that the towns have been abandoned at the approach of the French; that no magistrate has ever been brought over to take an oath of allegiance, nor have the French been able to enlist a single soldier. The whole of this country however has in all ages belonged to the party which was superior in cavalry. In the extremities of the kingdom, weaker powers have been enabled to preserve their independence for ages.—From every thing that I can learn of the disposition of the other provinces, they seem to be possessed by the most ardent and determined spirit, which, even in the event of the defeat of the levies which they are raising for the general defence of the kingdom, would lead them individually to continue a desperate resistance under the direction of their separate Juntas, with such assistance as England could afford them.—But it must, I appre- hend, be the wish and intention of government on every account to prevent things from being, brought to this. extremity. There seem to be tow modes of acting with this view, one which you state justly to be of greater hazard, inasmuch as we place ourselves effectively in the power of the Spaniards. But, as yon observe at the same time with great truth, this may be worthy of risk, if the people of Spain and their government have sufficient energy to recover from their late defeats. Of the people I have no doubt; the government are new, but they are resolute, and I believe every man of them determined to perish with the country; they will not, at least, set the example of weakness and timidity, which the ruling powers and higher orders in other states in Europe have exhibited.—The military system is certainly defective; but I am persuaded that your representation, in this as well as all other points, would be listened to with, the greatest deference.—If you should determine to march into Spain, exclusive of the importance of covering the capital, there are, I think, these advantages which would result from hastening the measure We have now in Castile an army, of 20,000 men, upon which Castanos is, falling back; the reinforcements are daily passing through the provinces, and the addition of the British would give a force very much, I should think, superior to any thing which the French would be able to assemble by that time, especially having a strong country in arms against them on their left, the whole way from the Pyrenees. There is besides at present a great delay in the arrival of the reinforcements which were promised them, and which, if they had been sent, would by this time have composed an enormous force. There are reports, that the resistance to the conscription has been much, more obstinate than usual, and the pastoral letter of the bishop of Carassone seems to imply as much.—Every great effort on the part of France has been preceded by an interval of weakness or internal disturbance; an advantage therefore which should be obtained at this moment would be of double importance, inasmuch as it would render a conscription for a third attempt upon Spain, infinitely difficult. If on the other hand, the French with their present forces are allowed to maintain their present advantages, and to wait the completion of their conscription, they would pour into Spain with a num- ber of troops, which would give them the immediate possession of the capital and the central provinces; the war would then be reduced to an absolute competition between the two countries in standing out against the waste of population, enormous as it would be on both sides. I cannot but think, therefore, that considerations both of policy and generosity call upon us for an immediate effort.—If, however, this view of the subject should not appear sufficiently clear or conclusive, to induce you to take a step which would, I am convinced (since you do me the honour to refer to me on that subject), meet with the approbation of his majesty's government, I would venture to recommend retaining the position of Astorga. The retreat from that place to Corunna would, as far as an unmilitary man may be allowed to judge, be a matter of less difficulty than through Portugal to Lisbon; and we might in that position wait for the reinforcements of cavalry from England, which would enable the army to act in the flat country, which opens immediately from that point, and extends through the whole of Leon and Old Castile.—I have already troubled you with my political reason on this head. I mention this however, in my humble opinion, only as the least objectionable of two modes of retreat. The object, I should conceive, would be to unite a force capable of repulsing the French, before they receive reinforcements. The covering and protecting Madrid is surely a matter of great moment for effect in Spain, and much more in France and in the rest of Europe; it would be a point of the utmost importance for Buonaparté to be able to publish a decree or to date a letter from Madrid. The people of the town are full of resolution, and determined to defend it in spite of its situation, which is judged to be an unfavourable one. This determination ought to be encouraged by a show of support. The siege of Madrid be a pretender to the throne, would be a circumstance decisive against his claim, even if in other respects it had been a just one.

Sir; Though I have little to add to the general representation respecting the means of resistance at present existing in Spain, which. I had the honour of stating

in my letter of the 30th of last month, yet the report which is just brought me by of the state, in which he left Madrid, is so strong a confirmation, or, more properly speaking, so much exceeds every thing which I had ventured to say of the spirit and resolution of the people, that I cannot forbear representing to you in the strongest manner the propriety, not to say the necessity, of supporting the determination of the people of this country by all the means which have been entrusted to you for that purpose. I have no hesitation in taking upon myself any responsibility which may attach itself to this advice, and I consider the fate of Spain as depending absolutely for the present upon the decision which you may adopt. I say for the present; for such is the spirit and determination of the people, that if abandoned by the British, I should by no means despair of their ultimate success.—You will see by the date of this, that the Junta are removed from a situation in which they were exposed immediately to be made prisoners. —They have determined to remove to Badajoz, where I shall hope to be honoured by your answer. I have the honour, &c. (Signed) J. H. FRERE.

Sir; In the event, which I did not wish to presuppose, of your continuing in the determination already announced to me, of retiring with the army under your command, I have to request that the bearer of this, whose intelligence has been already referred to, may be previously examined before a Council of War. I have the honour to be, Sir, &c. (Signed) J. H. FRERE.

I had the honour to receive on the 2nd instant your letter of the 30th ult. [No. II. of these Papers.] in answer to that which I addressed to you on the 27th November. Had this army been united and ready to act at the time of general Castanos's defeat, much as I think it would have been risking it, yet it was my intention to have marched on Madrid, and to have shared the fortunes of the Spanish nation. If I could not have sustained myself there, I thought that by placing myself behind the Tagus I might give the broken armies and people of Spain, if they had patriotism left, an opportunity to assemble round me, and to march forward to the relief of the capital. That this was my intention, is known to the officers with me, who are in my confidence; it is known also to lord Castlereagh, to whom I had imparted it in one of my late letters. I wished to have my opinion confirmed by yours, which was my reason for addressing you on the 27th; but had you seen the affairs of Spain in a different light, and had you been adverse to the army being committed in the heart of Spain, your opinion upon such a subject would, I may say certainly, have decided me to have altered my intention.—With respect to the determination which I made on the evening of the 28th, upon receiving from Mr. Stuart the account of Castanos's defeat, I should, had you been with me, have communicated it to you, but should never have thought of asking your advice or opinion, as that determination was founded on circumstances with which you could not be acquainted, and was besides a question merely military, of which I should have thought myself the best judge.—At that time the army was divided in three different corps, and could not possibly have been united before the 13th or 14th of this month, before which period there was every reason to believe that it would be attacked by all the force of the enemy; and after Castanos's defeat, I knew of no Spanish army from which it could receive the smallest assistance. The army I commanded was weak from separation, and, when collected, amounts only to 26,000 men fit for duty. I had been left without any communication with any of the Spanish armies; I expected no assistance from any; and it behaved me to consider the safety of the British troops. I therefore directed sir David Baird, whose corps would not have been collected at Astorga until the 4th of this month, to full back on Corunna. I directed general Hope, by forced marches, to join me here, where I intended, if I was permitted, to wait his arrival; and I took measures for retiring with him into Portugal, with a view either to defend that frontier, and ultimately to retire on Lisbon, or to return to Spain, should any change of affairs there render it eligible.—The resistance made by the people of Madrid has occupied the French, and has prevented any corps from being detached against me. This example of enthusiastic patriotism in the capital, if it holds, may be followed by the most happy effects, if the flame communicates, and the example is followed by the provinces.— There has been no example of any such resistance in any ether part of Spain, and, though I hope this will produce it, I hare neither seen nor heard of such enthusiasm or patriotism elsewhere, though I trust it will prove otherwise. I cannot but consider it as doubtful, whether the people of Madrid will continue firm when they come to be pressed. If they yield, the whole is gone.—I received yesterday, a letter from the Junta at Madrid. I have ordered sir David Baird to march back to Astorga, and I have stopped my preparations for retreat on Portugal. I have put myself in communication with the marquis of Romana at Leon, and, without being able exactly to say in what manner, every thing shall be done for the assistance of Madrid and of the Spanish cause, that can be expected from an army such as I command. I cannot make a direct movement on Madrid, because the passages of the Guadarrama and Somosierra are in the hands of the French: besides, until joined by sir David Baird, lam much too weak.—I have thought it my duty thus calmly to explain to you the reasons which have and do actuate my conduct, and I wish anxiously, as the king's minister, to continue upon the most confidential footing with you; and I hope, as we have but one interest, the public welfare, though we may occasionally see it in different aspects, that this will not disturb the harmony that should subsist between us. Fully imprest as I am with these sentiments, I shall abstain from any remark upon the two letters from you, delivered to me (No. III. and IV. of these Papers.] last night and this morning by [] or on the message which accompanied them.

Sir; After the representations which have been made to you from other quarters, I can hardly hope that a further remonstrance on my part can produce any effect, where high military rank and authority, and the influence of persons whom, I am told, you honour with your private esteem, have been found unavailing. The advantages which Mr. Stuart possesses in this respect will, I hope, enable him to urge to you with the warmth of personal regard, what I may be allowed to state at least with impartiality and candour towards a person with whom I am no otherwise acquainted than by the honour which he has done me by his correspondence. I mean the immense responsibility which you take upon yourself, by adopting, upon a supposed military necessity, a measure which must be followed by the immediate if not the final ruin of our ally, and by the indelible disgrace to the country with whose resources you are entrusted. I am unwilling to enlarge upon a subject, in which my feeling must either be stifled or expressed, at the risk of offence, which, with such an interest at stake I should feel unwilling to excite; but thus much I must say, that if the British army had been sent abroad for the express object of doing the utmost possible mischief to the cause of Spain (with the single exception of not firing a shot against the Spanish troops) they would, according to the measures now announced as about to be taken, have most completely fulfilled their purpose. That the defence of Galicia should be abandoned, must appear incredible. I am, &c. (Signed) J. H. FRERE.

Colonel Graham, whom I had requested to go to Madrid, returned last night. He got no further than Talavera, where he met two members of the Supreme Junta, from whom he learnt the capitulation of Madrid, with the circumstances relating to it.—I own I cannot conceive how the duke of Castel Franco and M. de Morla could have given up the town, if the inhabitants had been very resolute in their determination to defend it.—It is, I suspect, like the cry of the armies, who, to cover their misconduct, accuse their chiefs of treachery, and, in the instance of general St. Juan, put them to death.—Although I have little hope of the success of the Spanish cause, for I see no marks any where of enthusiasm or a determined spirit, either amongst the people or the government, yet, as it is possible that it may be roused, and as it is said that forces are assembling in the South, I shall unite the British army, and, in concert with the Marquis de la Romana, undertake such operations as shall appear to us best. I have not yet received an answer from the Marquis to my late letters, but I expect to receive one hourly. I do not know the number of people he has collected, but I hear they are not of a description from which much can be expected.—I have now with me general Hope's division, the artillery and the whole cavalry; which last, however, as yet amounts only to 2,200 men.—Madrid, in the state it is, must occupy a considerable portion of the enemy's force. Saragossa still holds out, and the levies in the South will attract his attention. The whole cannot be turned against us, and in a very few days I hope to have the army in readiness to act. I shall begin to-morrow to put a part of it in motion, and my wish is to unite it at Val-ladolid.—If, at this moment, this town, Ciudad Rodrigo, and Zamora, were armed, they could defend themselves; it would be of considerable service; as otherwise, when I go towards Valladolid, my communication with Almeida and Portugal, from whence I draw my resources in ammunition, &c. may be intercepted.—A man of energy, as captain general of this province, residing under the protection of this army, and explaining in proclamations or otherwise to the people the services expected from them, and which they might perform, would be of infinite use. The people are left too much without direction, and we cannot get, even for money, common intelligence. It is only by colonel Graham, last night, I knew the capitulation of Madrid, which happened the 3rd. —I take the liberty to state these particulars to you, as perhaps, by means of the Junta, remedies might be applied.—I shall thank you not to mention any direction in which I mean to move, but to say in general that the British army will act in conjunction with the army of La Romana.

I was last night honoured by your letter of the 10th [No. V. of these papers,] and was sincerely gratified at learning, that with hopes infinitely less sanguine than I confess myself to entertain of the success of the Spanish cause, you had determined to make an effort in its favour. A resolution taken with such views must have been in a great measure founded upon feelings similar to those which you will have seen very strongly expressed in a letter of which Mr. Stuart was the bearer, and of which I wish now to say nothing more,

than that I feel highly gratified in the idea of your having partaken them with me; and that without communication between us, the same sentiments which at that very moment were influencing your conduct, were guiding my pen.—Your letter happened to be delivered to me while I was with the Junta, and I communicated such parts of its contents as were most important and gratifying to them, with the reserve which you pointed out.—You know, I presume, that general Romana is invested with the authority of captain general in Leon, Castile, Gallicia and Asturias, and I can congratulate you on having to do with a man whom you will find perfectly of a right mind, and determined to keep every man to the performance of his duty. The placing the towns which you mention in a state of defence suitable to the means of attack which the enemy might at present be able to direct against them, would, I should imagine, fall within the limits of his authority; but I shall state the subject to the Junta, and I have no doubt of their approbation of any measure which you suggest. The one of giving a temporary species of defence to the open towns has, I think, great advantages in a country like this, which is not overrun with luxury and timidity, and where a kind of provincial pride exists not only in every province, but almost in every town; the people would be animated not only against the enemy but in rivalry with each other; the enemy would be obliged to overcome, at the price of his blood, obstacles which had been opposed to him by mere labour; and a thousand barriers would be interposed against that deluge of panic which sometimes overwhelms a whole nation at once, and of which at one time I was afraid I saw the beginning in this country. —With respect to what you mention of directing the public mind by proclamation, and other means of popular impression, Marquis Romana is, with very few exceptions indeed, the man the most capable of judging rightly that I have ever seen. I send enclosed an ordonnance [not transmitted] which has been published in Arragon, and which has not yet appeared in the papers; I will thank you to forward it to Romana by your next opportunity, if it is not printed in the meanwhile. —You will be glad to hear that it is much approved of by the Junta, and that they are well persuaded that it is only in this way that things can be done.—The extinction of the popular enthusiasm in

this country, and the means which exists for reviving it, would lead to a very long and delicate discussion; I would only say, that if I am at all right in my judgment of the cause of the evil, it is already done away by the acts of the Junta, and I trust that its effects will not long survive. I have been pressed to write to the Commander in Chief in Portugal, to reinforce the army under your command with all the troops that he can spare, and have already transmitted home a representation to that effect.—No official report has yet been received of the capitulation of Madrid, nor is it as yet by any means certain that any formal stipulation existed. Nothing has been heard from Morla, Castellar, or Castel Franco, nor is it known where they are. An order has been drawn up, and is to be published, prohibiting all persons concerned in the capitulation, or holding any command in the town, from approaching the residence of the Junta.—The army of Arragon have repulsed an attack on the 2d. Palafox's official report represents the unfortunate action of Tudela as an exceedingly bloody one, and that the French confess to a loss of 4,000 men. All the reports from Madrid represent the force of the Fiench as very much reduced. I have heard no estimate above 26,000. Indeed all these estimates are vague; but officers who were witnesses of the attack, are confirmed in the opinion of the weakness of the enemy, by what they observed of his appearance and mode of approach.—The Junta are on their way to Seville. I follow them from hence to-morrow. This province is raising horses and men with great zeal, and sending them forward to defend the passes of the Tagus, particularly to Almaraz.—The Junta have been received with uniform respect by the people, and with great deference by the inferior Junta.