This force threatened a descent, if unrestrained, on the blue-grass region of Kentucky, including the cities of Lexington, and Frankfort, the capital of the State; and if successful in its primary movements, as it would gather head as it advanced, might endanger the safety of Cincinnati.
General Sherman said that the information in his possession indicated an intention, on the part of the rebels, of a general and grand advance toward the Ohio River.

He further expressed the opinion that, if such advance should be made, and not checked, the rebel force would be swollen by at least twenty thousand recruits from the disloyalists in Kentucky.

His low computation of the organized rebel soldiers then in Kentucky fixed the strength at about thirty-five thousand.

Add twenty thousand for reenforcements gained in Kentucky, to say nothing of troops drawn from other rebel States, and the effective rebel force in the State, at a low estimate, would be fifty-five thousand men.
General Sherman explained forcibly how largely the difficulties of suppressing the rebellion would be enhanced, if the rebels should be allowed to plant themselves firmly, with strong fortifications, at commanding points on the Ohio River.

It would be facile for them to carry the war thence into the loyal States north of the river.
To resist an advance of the rebels, General Sherman stated that he did not have at that time in Kentucky more than some twelve to fourteen thousand effective men.