Recruiting was commenced for the companies which ultimately composed this regiment, under the call for nine months' service, but before it was completed, an order was issued forbidding the acceptance of more men for a less period than three years, and the terms of enlistment were accordingly changed to three years.

The companies were recruited in the following counties:

• Company A - Montgomery County
• Company B - Adams County
• Company C - Montgomery County
• Company D - Bedford County
• Company E - Bedford County
• Company F - Bedford County
• Company G - Adams County
• Company H - Bucks County
• Company I - Montgomery County
• Company K - Montgomery County

The companies rendezvoused at Camp Curtin, the first, company arriving on the 16th of August, 1862, and by the 26th their organizations were completed, and they were mustered into the United States service.

Charles L. K. Sumwalt, of Adams county, was appointed Colonel, and underhis command, on the 30th, it moved to Baltimore. It reported to GeneralWool, in command of the Middle Department, and was by hiim ordered to dutyat the Relay House, the Washington Junction of the Baltimore and Ohio Railroad.

Shortly after its arrival, Captain A. R. M'Clennan, of Company A, wasappointed Lieutenant Colonel, and Captain Lewis A. May, of Company F,Major.

It was employed in guarding the railroad, to prevent mischief bysecession sympathizers, and to prevent any interruption of communicationwith the Capital. For this purpose, Company A was stationed at Jessop'sCut; Company C, at Dorsey's Switch; Company E, at Hanover Switch; Company D, at Elk Ridge Landing; Company G, at Fort Dix, a small earth-work mounting six guns, commanding the Washington Viaduct, a handsome stone structure spanning the Patapsco River; Company B, at Ellicott's Mills; a detachment of Company I, at Elysville, and the remaining four companies--F, I, and K-- at head-quarters, near the Relay House. This was the original disposition, and the relative strength remained the same, though the companies were periodically changed to give all an opportunity for regimental drill.

During the time of the Maryland campaign, which culminated in the battle of Antietam, this road was the scene of great activity, and the force at this point was strengthened by the addition of the, One Hundred and Eighteenth Nelw York, and Battery B, of the Fifth NTew York Light Artillery.

After the campaign was ended, the regiment was again left to perform theduty alone. Many deserters and stragglers from the Union army, and aidersand abettors of the enemy, were arrested and committed. The winter andspring of 1862-63, passed with little to change the regular routine of duty. Onthe 2d of Maly, Lieutenant Colonel M'Clennan was promoted to Colonel, inplace of Colonel Sumwalt, whose connection with the service was severed on30th of March preceding.

On the 6th of June, the regiment was ordered to active duty, and proceeded to Harper's Ferry, where it was assigned to Elliott's Brigade, a part of the command with which Milroy had in vain battled with the advancing columns of Lee's Army, at Winchester, on their way to Pennsylvania. General French was in command at Harper's Ferry, with the brigades of Kenly, Morris, and Elliott, under him. The Heights were strongly fortified, the trees in front were swept away, artillery was advantageously posted, strong picket lines were established, and every precaution taken to give the foe a warm reception. But he wisely shunned this route, his bivouac fires, and his long trains visible in the distant valley, as they passed, and crossed the Potomac at Williamsport.

Harper's Ferry was evacuated on the 1st of July. Allmunitions and stores that could not be removed were destroyed, and the remainder was loaded on canal-boats, and sent to Washington. Elliott's Brigade was charged with guarding it, and taking it through, the rest of French's Division moving to Frederick. From Washington, the brigade proceeded by rail, on the 7th, to Frederick, and re-joined the division, and on the following day joined the army in its pursuit of Lee, now fresh from the field of Gettysburg. General French assumed command of the Third Corps, in place of Sickles, who had fallen in the desperate fighting of the 2d, and General Elliott succeeded the former in command of the division, now attached to that corps.

On the 16th, the corps crossed the river at Harper's Ferry, and on the23d, encountered the enemy in a strong position at Wapping Heights, his infantry, screened by stone walls, making a determined resistance. He wasfinally dislodged by a gallant charge of the Excelsior Brigade, and was driveninto the valley beyond. Elliott's Brigade did not become engaged, thoughheld under fire a considerable-portion of the time during the engagement.At Warrenton the corps halted, and remained until the 1st of AuguLst, whenit moved out to the Rappahannock, the regiment being posted at Fox's Ford,charged with out-post duty.

On the 15th of September, the corps moved on to Warrenton, where it remained in comparative quiet, with the rest of the army, for nearly six weeks. In the meantime, two corps, the Eleventh and Twelfth, had been detached from the army of the Potomac, and sent to the support of Rosecrans, cooped up in a precarious condition at Chattanooga.

Feeling that he could now with safety assume the offensive, Lee commenced asudden flank movement by the right, and Meade, to save himself, retreated toCentreville. In this movement, the regiment was divided, a portion being assigned as guard to the ammunition train, and the remainder to the corpsambulances. At Centreville, the movement of the two armies was reversed,without coming into conflict, and Lee retreated, and Meade pursued.

On the23d of October, the regiment was relieved from guard duty with the trains,and re-joined its brigade. After crossing the Rappahannock, and when withintwo and a-half miles of Brandy Station, the enemy's rear guard was encountered. Elliott's Division had that day the advance, and the One Hundred andThirty-eighth Pennsylvania, and the One Hundred and Tenth Ohio, wereimmediately deployed, the former to the left and the latter to the right of therailroad, and with Berdan's Sharp-shooters, and Company A, of the One Hundred and Thirty-eighth, thrown forward as skirmishers, advanced with supporting regiments to the attack. The fire of the enemy's artillery was severe.

Early in the engagement, a shell struck and exploded in the ranks near thecentre of the regiment, mortally wounding Captain Lazarus C. Andress, andcarrying away the left arm of Sergeant Abraham G. Rapp. The missile burstas it struck the former, fearfully mangling his hip and thigh, and shivering hissword. The hill was carried, and the enemy barely escaped with his artillery.The loss was seven wounded.

At Brandy Station the army halted, and remained until the 23d of November, when it set forward on the Mine Run Campaign. The Third Corps crossed the Rapidan at Jacob's Ford, and on the 27th came up with the enemy at Locust Grove. The Second Division was first engaged, and being hard pressed, the Third, now commanded by General Carr, was sent to its support, and formed on its left, the One Hundred and Thirty-eighth being on the extreme left of the line. The fighting soon opened on its front, at close range, and buck and ball were hurled with telling effect against the advancing enemy.

Colonel M'Clennan, while moving along the line encouraging his men, anddirecting the fight, was stricken down and carried from the field. CaptainFisher had an arm shattered, and Adjutant Cress, was disabled. At dark,after having gallantly held the ground, and repulsed repeated charges, inflicting great slaughter, it was relieved by fresh troops, and rested for the night onthe field. The loss in the engagement was seven killed, forty-five wounded,and three missing.

During the night, the enemy withdrew to his fortified position behind Mine Run. After advancing to, and reconnoiting his ground, it was decided to abandon the campaign, and the army returned to camp near Brandy Station, where the regiment was soon settled in comfortable winterquarters.

Colonel M'Clennan having measurably recovered from his wounds, returnedto duty on the 13th of March, 1864, and was received in camp with demonstrations of warm regard. The smooth bore muskets with which the regimentwas armed, were soon afterwards exchanged for Springfield rifled muskets.

The Wilderness

Inthe re-organization of the corps, preparatory to the opening of the spring campaign, the Third Division of the Third Corps, became the Third Division ofthe Sixth, General Ricketts in command. The army moved on the 3d of May,and on the 5th, soon after crossing the Rapidan, it was attacked in the tangledthickets of the Wilderness. It was near midday before Ricketts' Division wasput in motion. Towards evening, after having marched and counter-marched,the brigade, to the command of which General Truman Seymour had thatmorning been assigned, was detached, and hurriedly led to a position on theextreme right of the corps, passing on its way the scene of a most sanguinarystruggle, where the dead of both armies were thickly strewn on the wildwooded battle-field. At dark it was formed in two lines, the One Hundredand Thirty-eighth on the second line. It was thought that only a picket guardof the enemy's extreme left was in front, and in swinging around to envelopit, the command was suddenly brought under a severe front and flank fire,from strong columns. For two hours, with the most stubborn fighting, theground was held, when on both sides the firing gradually died away, and thelines rested on the field where they had fought. The casualties in the regiment were slight, Sergeant Biesecker, and John H. Ashenfelter, of the color-guard, being killed.

All night long the moans and eries of the dying filled the air, and the ominous sounds of the enemy chopping and fortifying in front, and far out on the right flank, were distinctly heard. General Seymour was apprised of these threatening indications, but the order of the previous evening to renew the assault in the morning, was not modified, and at nine o'clock the brigade moved to the desperate work, and now the One Hundred and Thirty-eighth on the front line. The men were charged not to fire ashot until they had reached the enemy's works. Apprised by the clanking ofarms, of their approach, he was ready to receive them. The pattering fire ofhis skirmishers deepened into showers, as they went, and finally a perfectstorm of deadly missiles greeted them; but without wavering, the lines movedon, until within fifty yards of his breast-works, where the flash of his gunswas plainly visible through the tangled wood. And now, when the momentfor a final dash had come, impatient soldiers began to stop and to fire. Felledtrees and tangled branches made it more and more difficult to advance. Themomentum of the charge was lost, and the men taking shelter behind trees,and lying prostrate upon the ground, for an hour, in the face of a most destructive fire of infantry and artillery hurling grape and canister, held theirground. Seeing that there was no hope of success, the brigade was finallyordered back to the position of the morning, unavoidably leaving many of thedead and wounded on the field.

Late in the evening, while the men were preparing their coffee behind their hastily constructed breast-works, Shaler's Brigade, which had been posted upon the right of Seymour, was suddenly attacked, in flank and rear, by a powerful body of the enemy under Gordon. Sweeping down upon the unsuspecting troops, as did Jackson upon the Eleventh Corps, at Chancellorsville, Gordon scattered and drove all opposed to him. He was finally checked by reinforcements from other parts of the line, and the lost ground re-gained. Generals Shaler and Seymour, with numbers of their troops,were taken prisoners. Weakened by two fatal and unsuccessful charges, thebrigade was in no condition or heart to resist, and the General who hadrefused to listen to the representations of danger in the early morning,added another to the misfortunes which had attended his career at CharlesCity Cross toads, Fort Wagner, and Olustee.

The regiment lost in these engagements twenty-seven killed, ninety-four wounded, and thirty-five missing, of whom twenty-six were known to be prisoners. Lieutenant John H. Fisher was killed, and Lieutenants I. C. Grossman, and John E. Essick were wounded, the latter mortally.

Spotsylvania

On the 7th, the contending parties acted on the defensive, operatiops beingconfined to skirmishing. On the night of the 8th the first of Grant's movements by the left flank began. In the fierce fighting which occurred about Spottsylvania, and in the subsequent movements during the month of May, the regiment shared, and was frequently under fire, losing five wounded on the 12th, three wounded on the 13th, one killed on the 18th, one wounded on the 19th, two wounded on the 20th, and one wounded on the 31st, but did not become involved in the more desperate fighting.

Cold Harbor

On the 1st of June, the troops from Butler's Army of the James were metin the vicinity of Cold Harbor, and orders were given to prepare for an engagement.

"A hasty disposition of these commands was made," says Lieutenant Lewis in his narrative of this regiment, "skirmishers were advanced, the enemy's position partially developed, a plan of assault selected, and at five o'clock the attack was commenced. The Third Division, on the right of the corps, adjoining General Smith's left, moved forward in four lines of battle, and with great promptness. The front line of the Second Brigade consisted of the Sixth Maryland, and the One Hundred and Thirty-eighth Pennsylvania, and these two regiments were the first to encounter a galling fire from the enemy's sharp-shooters, and a difficult swamp which had to be crossed.These obstacles overcome, the rebel main line, situated on a ridge thicklywooded with pine, was found defended by strong numbers. The Sixth, andthe One Hundred and Thirty-eighth, were the first troops to clamber theworks and break the rebel front, which was only accomplished by a solid rushand hard fighting. The confusion and flight of the enemy resulting from thisbreach in his line, was quickly followed up, and in a short time the two abovespecified regiments had captured more prisoners than their own numbers. Onother portions of the line our troops had not carried the works, and we, in ourzeal to drive the enemy, soon distanced all supporting columns, to the jeopardyof our own safety. At one period the men of our regiment drove the gunnersfrom a battery; but when within a few yards of its position, and about toseize it, our scattered and weakened numbers became apparent to the enemy,who rallied heavily against us, returned to his guns, and checked our further advance by a raking charge of canister. We were hard pressed, but thecaptured ground was maintained. The entire Third Division joined in thework with alacrity, at the first onset, and to this command belongs the creditof being the only division of two corps to successfully accomplish the task assigned it in this battle."

The conduct of the division drew from General Meade a congratulatory order, in these words:

"Please give my thanks toBrigadier Gener al Rilcketts and his gallant command, for the very handsomemanner in which they conducted themselves to-day. The success attained bythem is of great importance, and if promptly followed up will materially advance our operations."

During the night the lines were re-formed, and the rebel works were reversed. On the 3d another assault was made, but without success, and the two armies fell to digging, which was continued until the 12th, when the Union army was quietly withdrawn, and moved off towards the James. The loss was seven killed, fifty-four wounded, and seven missing.  Lieutenant Charles P. M'Laulghlin was among the killed.

After crossing the James, about the middle of the month, the Third Division moved up to Point of Rocks, and was assigned a position in the trenches at Bermuda Hundred, but subsequently re-joined the corps in front of Petersburg, and near the close of the month, joined in the movement upon the Weldon Railroad, at Ream's Station, in which several miles of the road were destroyed.

Monocacy

On the 6th of July, Ricketts' Division was ordered to City Point, andthence moved by transport to Baltimore. Cars were in waiting, upon whichit immediately proceeded to Monocacy, and there awaited the advance ofthe enemy under Early, who, with a powerful division of Lee's army, wasadvancing on Washington. Line of battle was hastily formed, the troops ofGeneral Wallace, who commanded the department, occupying the right, whichrested on a high fortified bluff overlooking the railroad and Monocacy Creek,and Ricketts' Division, drawn up in two lines, the left, the whole in crescentshape, stretnchiig across the railroad and the Washington Turnpike. By ten,on the morning of the 9th, the skirmishing was brisk, and it soon became evident that the Union force was vastly outnumbered.

To equal his front, Ricketts' Division was stretched out in a single thin line, and against this theenemy came on in heavy force, rejoicing in his strength, and confident ofvictory. The One Hundred and Thirty-eigjhth occupied a position on the unprotected left flank. To prevent this from being turned, which seemed to bethe object of the enemy, the line was refused until it became impossible forhim to execute his purpose, without dividing his force. Foiled in this, hemade a direct assault in three lines. As soon as he came within range, a welldirected fire was opened, and rapid rounds were poured in with admirableeffect. His first and second lines were broken, and the third advanced in theirplaces; but still the division held its ground. At five P. M., the troops on theright gave way, and Ricketts was compelled to order a retreat to save himselffrom capture. The enemy was well supplied with artillery, which was admirably handled, while upon the Union side, the few guns in play did little execution. Colonel M'Clennan commanded the brigade, during the engagement, andMajor May, the regiment. The loss was thirty-nine men wounded, twenty-onecaptured, and eight missing. Captain George NV. Guss was among the womnded,and Captain Richard T. Stewart among the prisoners.

STARTThe division retiredto Baitimore, and encamped at Druid Hill Park, and Early pushed on towardsWashington; but here he was met by the rest of the Sixth Corps, and driveningloriously into Virginia. The Union forces joined in pursuit, and pushedhim to beyond Berryville, in the Shenandoah Valley, Ricketts' Division havingin the meantime re-joined the corps. And now, for a period of nearly amonth, during the intense heat of the season, marches and counter-marchesbetween Washington and the Shenandoah Valley, over the soil of Marylandand Virginia, followed, apparently to little purpose.

Sherman's Shenandoah Valley Campaign

Finally a new department was created, and General Sheridan assigned to its command. His army was composed of the Sixth, Eighth, and Nineteenth corps, with a force of cavalry sent from the army of the Potomac. Manceuvring at once commenced, by which the enemy was drawn from his stronghold at Fisher's Hill.

On the 29th of August, the cavalry, under Merritt, supported by Ricketts' Division, met and defeated a body of the enemy near Smithfield. Encouraged by this success, at two A. M., on the morning of the 19th of September, Sheridan moved from his camp at Berryville, to attack Early resting on the line of the Opequan, six miles away. By daylight the stream was crossed, and dispositions were at once made for attack.

The One Hundred and Thirty-eighth occupied the first line in the brigade, with the Sixth Maryland, and Sixty-seventh Pennsylvania on its right and left. The first attackwas made by the Sixth and Nineteenth corps, in which a decided advantagewas gained, but was lost by a fatal gap between the two corps, which, widening as they advanced, allowed the enemy to break through.' Some confusionresulted; but the command was soon rallied, when the grand advance wasmade, and under a terrific fire of musketry and artillery, it swept forward fullupon his front, and at every point was victorious, the enemy retreating in precipitation and confusion. The pursuit was continued to Fishers Hill, wherehe was found prepared to offer formidable resistance. Ricketts' Division occupied a position in front of a strong rebel earth-work, on the extreme right ofthe line, and when the Eighth Corps, under Crook, had, by a mountain pathturned that flank, the whole line moved simultaneously upon the enemy, andagain drove him in utter rout, making extensive captures of prisoners, guns,and small arms. The loss of the regiment in these engagements was fourkilled, thirty-nine wounded, and three missing.

The army now moved on in pursuit, in three columns, preceded by a line of skirmishers, of which theregiment formed part, and in a rencounter near New Market with his rearguard, suffered some loss in wounded. At Harrisonburg the pursuit wasstayed, and the army soon after returned, and went into camp at Cedar Creek,the enemy returning subsequently with reinforcements, and taking positionin his favorite stronghold at Fisher's Hill.

Cedar Creek

A little after midnight of the 18th of October, the rebel army was led fromits camp, and stealthily approaching the Union camp, at day-break, turned theleft of the line where the Eighth Corps lay, and taking it in reverse, swept itback, the rout soon communicating to the Nineteenth Corps, which stood next.The Sixth Corps had time to rally, and offered some resistance, but was finallywithdrawn to Middletown, where a new line was taken up, and the corps effectively rallied.

Here, Sheridan, who had been absent in the early part of theday, joined them, and a general advance was sounded. The One Hundred andThirty-eighth held manfully its place in the severe conflict which followed, andshared in the glorious victory which resulted. The loss was two killed andforty wounded. Lieutenants Samuel W. Cloward, John A. Gump, William B.Lovett, and Martin S. Bortz were among the wounded, the two former mortally.

At the opening of this campaign Colonel M'Clennan, debilitated by sickness,was obliged to leave the command, and the regiment was led throughout byMajor May. On the 2d of November, the One Hundred and Thirty-eighth,with other troops, was taken to Philadelphia, where it remained in camp untilthe 11th, when it returned to the army now in camp near Winchester.

In Front of Petersburg

Early in December, the corps returned to its place in the army before Petersburg, taking position between the Ninth and Second corps, vacated by the Fifth. The One Hundred and Thirty-eighth was detailed to garrison Fort Dushane, an earthwork on the rear line of defenses near the Weldon Railroad.

At Christmas a bountiful repast was provided by friends of the regiment inMontgomery county, and a beautiful stand of colors was presented, a gift from" Loyal citizens of Norristown and Bridgeport, Pa." In acknowledgment ofthe latter gift, an elaborate address, breathing intense devotion to the national cause, was prepared and sent to the donors.

At midnight on the 1st of April, the regiment joined the corps, and tookposition in the third line, a general assault having been ordered along thewhole front upon the enemy's works. At four o'clock on, the morning of the2d, the signal for the advance was given, and moving fortvard under a-'rakingmusketry, and au enfilading artillery fire, through tangled underwood andditches, the Sixth Corps carried the works in its front; sweeping everythingbefore it.

Pursuit of the flying foe was immediately given, the One Hundredand Thirty-eighth following up in a north-westerly direction for nearly twomiles, making numerous captures.² Returning to the point where it firstcrossed the rebel works, it participated in the charge upon the rebel fort lasttaken by the division, suffering some loss. The losses in the operations of theentire day were sixteen wounded, Captain James B. Heebner and LieutenantJ. P. Iredell being of the number.

Appomattox

Immediate pursuit was commenced, and at Sailor's Creek the corps came up with his main body drawn up on a commanding position beyond the stream. Crossing this, and the marshy bottom through which it courses, the First and Third divisions assaulted in the face of a galling fire, and routed the foe, capturing prisoners in excess of their own numbers. The loss of the regiment was three killed and seven wounded, and here its fighting ended. Three days thereafter Lee surrondered, and tho event was celebrated with every demonstration of rejoicing through all the camps.

Two weeks later the corps made a forced march of a hundred miles to Danville,to the support of Sherman. But its co-operation was not needed, and it returned to Richmond by rail, and thence marched to the neighborhood of Washington, where on the 23d of June it was mustered out of service.___________________
¹The facts embraced in this narrative are principally drawn from a neat. volume of one hundred and thirty-eight pages, prepared by Osceola Lewis, and printed by Wills, Iredell & Jenkins, of Norristown, Pa.

² Two men of company F penetrated the country as far as the South Side Railroad, and tore up some of the track. While engaged in this work they encountered two rebel mounted officers who demanded their surrender. Corporal John W. Mauk immediately shot one of the officers, and private Wolford fired at the other, but missed and the rebel escaped. The men then came back to the regiment and reported their adventure. It is supposed that the officer killed by Corporal Mauk was the rebel General A. P. Hill, as various reports give the circumstances of his death as similar to those of this case."- Colonel M' Clennan's Official Report.

Source:  Bates, Samuel P. History of the Pennsylvania Volunteers, 1861-65, Harrisburg, 1868-1871.

Organization:

Organized at Harrisburg August 16, 1862.
Moved to Baltimore, Md., August 30, thence to Relay House.
Attached to Relay House, Defences of Baltimore, 8th Corps, Middle Dept., to February, 1863.
3rd Separate Brigade, 8th Corps, to June, 1863.
Elliott's Command, 8th Corps, to July, 1863.
2nd Brigade, 3rd Division, 3rd Army Corps, Army of the Potomac, to March, 1864.
2nd Brigade, 3rd Division, 6th Army Corps, Army of the Potomac, and
Army of the Shenandoah, to June, 1865.

Service:

Duty at Relay House, Md., till June, 1863.
Moved to Harper's Ferry, W. Va., June 16.
Escort stores to Washington July 1-5.
Join Division at Frederick, Md., July 7.
Pursuit of Lee July 7-24.
Wapping Heights July 23.
Bristoe Campaign October 9-22.
Advance to line of the Rappahannock November 7-8.
Kelly's Ford November 7.
Brandy Station November 8.
Mine Run Campaign November 26-December 2.
Payne's Farm November 27.
Demonstration on the Rapidan February 6-7, 1864.
Duty at and near Brandy Station till May.
Rapidan Campaign May 4-June 12.
Battles of the Wilderness May 5-7; Spottsylvania May 8-12;
Spottsylvania Court House May 12-21.
Assault on the Salient May 12.
North Anna River May 23-26.
On line of the Pamunkey May 26-28.
Totopotomoy May 28-31.
Cold Harbor June 1-12.
Before Petersburg June 17-18.
Jerusalem Plank Road, Weldon Railroad, June 22-23.
Siege of Petersburg till July 6.
Moved to Baltimore, Md., July 6-8.
Battle of Monocacy July 9.
Pursuit of Early to Snicker's Gap July 14-24.
Sheridan's Shenandoah Valley Campaign August to December.
Charlestown August 21-22.
Battle of Opequan, Winchester, September 19.
Fisher's Hill, September 22.
Battle of Cedar Creek October 19.
Duty at Kernstown till December.
Moved to Washington, D.C., thence to Petersburg, Va., December.
Siege of Petersburg December, 1864, to April, 1865.
Fort Fisher, Petersburg, March 25, 1865.
Appomattox Campaign March 28-April 9.
Assault on and fall of Petersburg April 2.
Sailor's Creek April 6.
Appomattox Court House April 9.
Surrender of Lee and his army.
March to Danville April 23-27, and duty there till May 23.
March to Richmond, Va., thence to Washington, D. C., May 23-June 3,
Corps review June 8.
Mustered out June 23, 1865.

Losses:

Regiment lost during service:
6 Officers and 90 Enlisted men killed and mortally wounded and
1 Officer and 70 Enlisted men by disease.
Total 167.

Source:  Dyer, Frederick H. A Compendium of the War of the Rebellion Compiled and Arranged from Official Records of the Federal and Confederate Armies, Reports of he Adjutant Generals of the Several States, the Army Registers, and Other Reliable Documents and Sources.Des Moines, Iowa: The Dyer Publishing Company, 1908

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