had set, and the night was dark. Visibility was fair to good and the wind was about 10 knots from the southeast. A slight sea was running. SAN FRANCISCO'S planes had been sent to Tulagi, all inflammables removed from exposed stations, and the vessel was ready in all respects for night action. 3. At 0125 an enemy force was discovered about 27,000 yards to the northwest. After action was finished and up to the present time the best estimates of the strength and distribution of the enemy force are that it comprised four main groups with one considerably to the north of the other three. At the start of the engagement the existence of the northern group was suspected. The presence of this group was actually not verified until after the engagement. The enemy's forces were probably distributed as shown on Plate I. It will be noted that the left force consisted of 1 CA, 2 CLs, and 2 or 3 DDs; the center force, consisted of 2 BBs (KONGO class), 1 CA, and 3 DDs; the right force consisted of 1 CL (NATORI class), with 3 or 4 DDs; and the north force consisted of 1 BB with 3 DDs. Thus, a total of 3 battleships, 2 heavy cruisers, 3 light cruisers, and 11 or 12 destroyers were present. The above estimates check fairly well with the distribution of the numerous hits made on SAN FRANCISCO as described in this report. 4. When the Japanese were discovered, the U.S. force was on course 280°. The latter turned northwest, then north, and then again northwest. The right hand group of the enemy was first engaged as shown on Plate I. The SAN FRANCISCO fought the enemy from 0148 to 0222 at ranges varying between 1,000 and 8,000 yards with the majority of salvos being fired at somewhat less than 5,000 yards range. The Japanese were apparently intercepted just prior to bombarding Guadalcanal inasmuch as they used only bombardment ammunition during the action. Many torpedoes were fired by the Japanese but none hit SAN FRANCISCO. 5. At 0148 SAN FRANCISCO commenced firing on an enemy cruiser, then on the starboard beam and a member of the Japanese right group, with a range of 3,700 yards. Fire was maintained on this target until orders were received to cease fire. At 0151 fire was reopened on a small enemy cruiser (or large destroyer) on the starboard bow at a range of 3,300 yards. This target was probably also in the right group. At this time an enemy battleship was sighted bearing about 30° relative and fire was immediately shifted to it using an initial range of 2,200 yards. This was probably the leading battleship of the center group. Two main battery salvos were fired. This target was also under fire at close range from another unit of the U.S. force. No fire was returned by the battleship. Orders were then received to cease firing. At 0200 SAN FRANCISCO resumed firing at an enemy battleship, probably the second battleship of the center group, on the starboard bow. At about the same time the SAN FRANCISCO was taken under fire by an enemy cruiser on her starboard side and a destroyer which had crossed her bow and was passing down her port side. At this time SAN FRANCISCO was making 17 knots. Shortly after 0200 SAN FRANCISCO was under enemy fire from three directions. The port 5" battery engaged the destroyer but was put out of action except for gun No. 8. The starboard 5" battery was put out of action by the first or second salvo which hit from the battleship on the starboard side. At the time of these latter hits SAN FRANCISCO was swinging left. The main battery continued firing on the battleship as long as it could bear.  2 