Combat Studies Institute Press

US Army Combined Arms Center

Fort Leavenworth, Kansas 

Wrath of Achilles

Essays on Command in Battle

Editor

Colonel Richard D. Hooker, Jr.

Combat Studies Institute Press

US Army Combined Arms Center

Fort Leavenworth, Kansas 

Editor

Colonel Richard D. Hooker, Jr. 

The Wrath of Achilles

Essays on Command in Battle
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Library of Congress Cataloging-in-Publication Data

Wrath of Achilles: Essays on Command in Battle 

edited by Richard D. Hooker, Jr.

p. cm.

 ISBN 978-0-9837226-4-9

 1. Command of troops--History--20th century. 2. Military history--20th century. I. Hooker, Richard D.

 UB210.W73 2011

 355.3’30410904--dc23

 2011039681
Foreword

“Sing Goddess, of the wrath of Achilles, Peleus’ son.” So begins 

the Iliad, the greatest war epic in western culture. Since the dawn of 

recorded history, the history of man has been nearly synonymous with 

the history of war, a history that begins with Homer and continues today. 

Then as now, war remains the ultimate arbiter of human affairs, an awful 

and ever-present reminder of humanity’s failure to escape its wrathful 

roots. Seemingly inescapable, war is supremely important because it is the 

great destroyer of states and populations and whole cultures. And so the 

question itself is crucial to the survival of the state. What matters most in 

battle?

There are many answers. Population, industrial capacity, 

economic power and the civil and military institutions of the state all play 

their roles. But in the end, leadership may loom largest. War is perhaps 

the most complicated and demanding of all human endeavors. Any 

junior leader who has attempted to move a small unit over rough terrain 

at night, avoiding enemy outposts, deploy into a combat formation and 

assault a position knows intuitively that fog and friction are masters of 

the battlefield. Multiply those problems a thousandfold and the challenges 

of battle command at higher levels begin to take shape. Throw in the 

emotional and psychic elements inherent in command during war and its 

daunting demands now appear in high relief. 

Battle command, particularly of higher formations, is 

extraordinarily complex, like brain surgery under fire. In all of history, 

only a relative few have mastered it. Others have been skilled practitioners, 

though they may have lacked the spark of genius — what Napoleon called 

“coup d’oeil” — that marks the great captains. Only the chosen few will 

succeed. But they will make history.

This anthology was inspired by its authors and the Soldiers and 

Marines they lead. They have succeeded brilliantly in translating the reality 

of combat to a rising generation of combat leaders. Many were moved to 

delve deeply into military history as the wellspring of their profession, 

even as they fought America’s wars and half-wars and rose to command 

themselves. Their experiences and reflections appear in this volume, a 

collection of battle studies that focus on leadership success, and failure, 

in the great campaigns of the last 150 years. From brigade- to army-group 

level, these lessons in battle command speak across the decades to the key 

iii
questions of success in war. The authors are soldier-scholars of the first 

rank, some of whom are fighting in Iraq and Afghanistan today and will 

rise to lead our military in tomorrow’s battles and campaigns.

Here we see the Prussians, ably led by General von Alvensleben, 

attack a force five times their size to win the decisive battle of Mars-la-Tours, 

the “Death Ride” of the Prussian cavalry in the 1870 Franco-Prussian War. 

In the opening days of the Great War, we see German Corps Commander 

Herman von Francois haughtily ignore the supreme command to make 

Tannenberg, the “modern Cannae,” a reality against all odds. In command 

of the largest mounted force in British history, Australian Lieutenant 

General Sir Harry Chauvel takes Beersheba, the “key to Jerusalem,” in 

1917 with a cavalry charge of bayonet wielding Aussies who must take 

the “Wells of Abraham” or see their horses die of thirst. The 1939 Winter 

War shows Finnish Colonel Hjalmer Siilasvou, calmly annihilating two 

huge Russian divisions, juggling his slender forces with “Motti” tactics 

north of the Arctic Circle. In 1940, British Lieutenant General Sir Richard 

O’Connor, undaunted by the huge Italian forces facing him, conducts a 

graduate seminar on deception and maneuver and scores one of the most 

decisive and glittering victories in the long history of the Commonwealth. 

In other chapters, U.S. General Manton Eddy takes the measure 

of Rommel’s matchless troopers at Bizerte in 1943 as his 9th Division, 

the “Old Reliables,” comes of age. An old adage holds that more can be 

learned from defeat than from victory, as we see in Hitler’s disastrous 

strategic fumbling during Barbarossa, the German invasion of Russia in 

1941, which threw away a succession of brilliant tactical and operational 

victories and changed the course of world history for the next 50 years. 

Surrounded at Chipyong-Ni in 1951, Colonel Paul L. Freeman’s 23rd 

Regimental Combat Team fights an epic rear guard battle, saved at the last 

moment by the timely intervention of crusty, fifty-year-old Colonel Marcel 

Gustave Crombez, yellow scarf at his throat and the 5th Cavalry Regiment 

at his back. Israeli General “Bren” Adan battles both the Egyptians and 

Ariel Sharon to cross the Suez and end the war in the 1973 “War of 

Atonement.” Brigadier Julian Thompson, 8,000 miles from home, leads 

his Royal Marines and Paras on an epic “yomp” of 70 miles in winter to 

attack and defeat the Argentines in the 1982 Falklands War, where 2 Para 

commander “H” Jones wins a posthumous Victoria Cross at Goose Green.

These battle studies reinforce a principle less often heard today in 

an age of high technology and “standoff precision strike.” Former Army 

iv
Chief of Staff General Erik Shinseki, a badly wounded combat veteran, 

would often begin sessions with officers by asking “can you fight?” Today, 

in Afghanistan and Iraq, America is re-learning a central lesson: in the 

end, wars are fought and won on the ground, in the mud, not by superior 

machines but by tough Soldiers and Marines enabled by superior battle 

command. That is not likely to change. America’s military must always 

have a ready answer to the question “can you fight?” If this volume spurs 

any young commander to pick up his Homer and read about war, the labors 

of its authors will be amply rewarded.

 

 Richard D. Hooker, Jr.

 Colonel, USA (Retired)

 Deputy Commandant and Dean

 NATO Defense College, Rome, Italy

v

Contents

Page

Foreword..................................................................................................iii

Chapter 1

When Mars Smiled: The Field of Mars-la-Tour

by LTC Antulio J. Echevarria II, USA (Ret)....................................... 1

Chapter 2

Ghosts of Tannenberg: German I Corps in East Prussia, August 1914 

by COL David R. Gray, USA (Ret)................................................... 19

Chapter 3

Lighthorse! The Australians Take Beersheba 

by COL Richard D. Hooker, Sr., USA (Ret)...................................... 43

Chapter 4

White Death Coming: The Battle of Suomussalmi 

by COL Richard D. Hooker, Jr., USA (Ret)...................................... 63

Chapter 5

Stout Hearts and a Worthy Cause: The Battle of Sidi Barrani

by COL Arthur W. Connor, USA (Ret).............................................. 81

Chapter 6

The Road to Bizerte: The 9th Division Comes of Age 

by COL Peter R. Mansoor, USA (Ret).............................................111

Chapter 7

Hang On! We Are Coming! The Relief of Chipyong-Ni 

by COL John F. Antal, USA (Ret)................................................... 131

Chapter 8

We Are Crossing Into Africa: Andan’s Division Triumphs in Sinai 

by MG John W. Nicholson, Jr., USA............................................... 149

vii
Chapter 9

Setting Sun of Empire 

by Col Steve Zotti, USMC............................................................... 177

Glossary ................................................................................................ 201

About the Editor and Authors............................................................... 205

Maps

1. Battle of Mars-la-Tour, France............................................................ 5

2. East Prussia: Battle of Tannenberg, 1914 ......................................... 20

3. Beersheba: Third Battle of Gaza, 31 October 1917.......................... 51

4. Beersheba: British Positions, 6 November 1917 .............................. 57

5. Suomussalmi: 30 November - 8 December 1939 ............................. 64

6. Suomussalmi: 11 December 1939 - 8 January 1940......................... 69

7. Sidi Barrani: Graziani’s Advance-Wavell’s Offensive...................... 92

8. Bizerte: Taking the Bridgehead, 20 April - 13 May 1943................118

9. Bizerte: Operations, Phase II, 4-9 May 1943.................................. 124

10. Battle of Chipyong-Ni, 1951........................................................... 145

11. Campaign in Sinai, 6-13 October 1973........................................... 154

12. The Battle of Goose Green.............................................................. 185

13. Falklands Landings, 1982 ............................................................... 188

viii
Chapter 1

When Mars Smiled: The Field of Mars-la-Tour

by

Lieutenant Colonel Antulio J. Echevarria II, USA (Retired)

“Courage,” Winston Churchill once said, “is the first 

of virtues, because it enables all the rest.” He was, of 

course, right. But as the following essay illustrates, blind 

courage, untempered by judgment or discretion, is often 

an absolute liability on the battlefield. At Mars-la-Tour 

the Prussians crashed unawares into a huge French force 

that should have swept the field. Instead the Prussians 

dealt a fatal blow to the Second Empire and birthed modern Germany. Students of the art of battle command will 

learn much from the cool and resolute leadership of von 

Alvensleben, whose sense of timing and unruffled confidence stood in sharp contrast to the emotional and erratic 

French commanders.

Of all the forms of warfare, the encounter battle is perhaps the 

most savage and confused. When large masses of men collide unawares, 

the gods of war smile on the bold and decisive, the odds notwithstanding. 

So it was on August 16, 1870, in a decisive battle between the French and 

Prussians known variously as Vionville, Rezonville, or Mars-la-Tour.1

On that bloody day, the German III Corps under General von 

Alvensleben careened into a force over five times its size — Marshal 

Bazaine’s Army of the Rhine. Here a famous victory was won, not by the 

strongest side, but by the commander who combined bold, resolute action 

with cool judgment. Many weeks of fighting lay ahead, but on the field of 

Mars-la-Tour the Prussians laid a firm foundation for triumph and empire. 

The Opposing Commanders

Lieutenant General Constantin von Alvensleben II, one of 

Moltke’s most talented corps commanders, possessed an admirable balance of boldness and discriminating judgment. In 1827, at the age of 18, 

he entered the Prussian army as an officer via one of Prussia’s many military academies. Twenty-three years later, he was seconded to the General 

1
Staff, initially as a major and again as a lieutenant colonel. From 1861-64, 

he commanded an infantry regiment, rising to the rank of major general 

and serving on the General Staff during the 1864 war with Denmark. He 

commanded a division in the Prussian campaign against Austria in 1866. 

In 1870, at the age of 61, he was among the youngest officers to command 

a corps, and the only one to do so who had not yet received the rank of full 

general.2

Marshal François Achille Bazaine, his opposite number, was 

reputed to be France’s bravest soldier. Yet he lacked the vision and feel 

of the battlefield — in French, “coup d’oeil” — necessary to command 

an army, and he knew it. He entered the army in 1831 as a mere fusilier 

in the 37th Regiment of the Line, and rose through the ranks to become 

Commander-in-Chief in 1870. He was considered proof of Napoleon’s 

famous claim that every French soldier carried a marshal’s baton in his 

knapsack. He was the veteran of four wars, the Carlist War (1835), Crimean 

War (1854-6), Italian War (1859), and the ill-fated Mexican Expedition 

(1862). Bazaine was at his best in the thick of a mêlée or at the point of a 

charge, inspiring or shaming men by his sheer presence. But he had never 

commanded a unit larger than a corps, nor developed the ability to divine 

an enemy’s operational or strategic intentions. At Mars-la-Tour he would 

give ample proof both of his courage, and his incapacity to command an 

army.3

Setting for War

The Franco-German War began in mid-July 1870, when the 

French Emperor Napoleon III declared war on Prussia, ostensibly over 

the impertinent tone in the famous Ems dispatch. The dispatch, written by 

Otto von Bismarck, Prussia’s foreign minister, warned the French not to 

meddle any further in the issue of Hohenzollern candidature to the Spanish 

throne. The ailing Napoleon III, a mere shadow of his famous uncle, feared 

losing face both domestically and abroad if he let the Prussian “insult” go 

unanswered. His resultant declaration of war provoked the northern and 

southern German states to enter the conflict on the side of Prussia, just as 

Bismarck desired.

In the weeks that followed, German mobilization proceeded with 

remarkable speed and thoroughness. Within a fortnight, the German states 

had 468,000 troops deployed along the French border. Under the direction 

of Count Helmuth von Moltke, the Chief of Staff of the Great General 

2
Staff, the German armies advanced into France along three parallel axes. 

The Second Army (III, X, Guard, IV, IX, and XII Corps) under Frederick 

Charles formed the main effort, advancing to seize the area between Metz 

and Nancy. The First Army (VII and VIII Corps) under the command 

of General Carl von Steinmetz, protected the Prussian right flank; its 

objective was the Moselle region below Metz. The Third Army (V, XI, 

I and II Bavarian, and a Baden/Württemberg corps) under the Prussian 

Crown Prince, guarded the left flank; its objective was Strasbourg and the 

Alsace region. As in the war against Austria in 1866, Moltke pushed his 

armies forward in a rough semi-circle, ready to exploit any errors on the 

part of his opponent.

By contrast, French mobilization was a ramshackle affair. When 

Moltke’s armies advanced into France, the French had only 200,000 men to 

oppose them.4

 Although outnumbered 2.5 to 1, French senior commanders 

wanted to launch an offensive deep into German territory. Unfortunately, 

the offensive never got underway as no one could agree upon a campaign 

plan. Even more unfortunately, Napoleon III possessed neither the physical 

nor psychological strength of his uncle. He soon relinquished his duties 

as supreme commander, blaming his failing health, and on August 12th 

appointed Bazaine Commander-in-Chief of all French forces. However, 

Bazaine received no additional staff support to manage the additional 

corps that now fell under his command. Worse, he truly had no desire to 

serve as commander-in-chief, though he would strive manfully to do his 

duty.

Despite the indisputable tenacity and fighting spirit of the French 

soldier, during the first few weeks of the war the army had done little 

more than lose battles and retreat. Marshal Patrice MacMahon’s Army of 

Châlons, after a rough handling by the German Third Army, was in full 

retreat toward Châlons. Bazaine’s Army of the Rhine — II, III, IV, and 

VI Corps, the Imperial Guard, and Forton’s Reserve Cavalry Division had 

been forced back to the vicinity of Metz.5

On August 15th, Bazaine decided to retreat toward Verdun via 

Rezonville, Vionville, and Mars-la-Tour. At Verdun, he would regroup and 

then link up with MacMahon. However, an aggressive Prussian probe drew 

his III Corps and a division of his IV Corps into an unintended fight around 

the village of Borny (east of Metz), and he had to delay the withdrawal by 

24 hours.6

3
That night Bazaine issued orders that his army should be ready to 

move by 0430 hours. Presciently, he added that the II and VI Corps were 

“likely to have 30,000 men facing them; they must expect to be attacked 

tomorrow.”7

 Later in the evening, Bazaine created a great deal of confusion 

by issuing a countermanding order that stated his army should rest and be 

ready to move on the afternoon of the 16th.8

For his part, Moltke saw in the situation an opportunity to intercept 

and destroy Bazaine’s army, or at least its rearguard, before it could close 

on Verdun. Accordingly, at 1630 hours on the 15th he instructed Frederick 

Charles to “reap the fruits of (yesterday’s) victory” by a “vigorous 

offensive” along the roads from Metz to Verdun.9

Eight hours later, Alvensleben received marching orders from 

Frederick Charles. He was to advance via the village of Gorze to the 

Gravelotte plateau. His orders also warned him that he might make contact 

with some retreating enemy by evening. The X Corps, under General 

Voigts-Rhetz, would push further west from Pont-á-Mousson through 

Thiaucourt toward Verdun to cover Alvensleben’s left. The 6th Cavalry 

Division would conduct a reconnaissance in force toward the area of Marsla-Tour and Vionville.10 General von Rheinbaben’s 5th Cavalry Division, 

which spent the night a few miles south of Mars-la-Tour, would attack the 

French forces in and around Vionville at first light on the 16th.11 Moltke’s 

plan was predicated on the belief that the French would continue to move 

with some urgency toward Verdun. As events were to prove, however, he 

had made the mistake of expecting his enemy to act as expected.

Opening Moves

Between 0400 and 0600 hours, the 6th Cavalry Division began its 

reconnaissance in force, followed by Alvensleben’s corps — the 5th and 

6th Infantry Divisions, two regiments of cavalry, and 84 guns. In the predawn darkness, Alvensleben’s men struggled through the steep ravines 

and wooded copses that marked the terrain along their axis of advance. 

When dawn finally broke over the village of Vionville, Rheinbaben began 

nervously wringing his hands. Reports from his scouts indicated that his 

squadrons faced not the French rearguard as expected, but the enemy’s 

main body. Large infantry and cavalry detachments lay bivouacked in 

neat rows of tents on either side of the road stretching from Vionville to 

Gravelotte. Rheinbaben opted not to attack as instructed. Instead he placed 

his 24 guns on the heights above Vionville, and waited for III Corps. 

4
Map 1. Battle of Mars-la-Tour, France.

Although he would later receive much criticism for it, Rheinbaben’s 

actions were probably correct. A dawn attack would merely have alerted 

French units in the vicinity, giving them two or three hours in which to 

counterattack or reposition. Even if he had succeeded in taking Vionville, 

he could not have held it for long without infantry support. At 0900 hours, 

Colonel Leo von Caprivi, chief of staff of X Corps, arrived at Rheinbaben’s 

command post to ask why the attack against Vionville had not gone in.12

At first, Caprivi considered Rheinbaben’s estimate of the situation 

fantastic. But, as the morning mists cleared to reveal the extent of the 

French dispositions, he grudgingly agreed with the cavalry commander. 

Caprivi then implored Rheinbaben to fire on Vionville with the artillery. 

5
At 0915 hours, the Prussian horse guns opened fire on General Forton’s 

unsuspecting cavalry division. The cannonade rudely interrupted the 

cavalrymen at their breakfast and caused them to flee in confusion.

At about 0945 hours, Alvensleben’s cavalry reported the presence 

of large enemy formations in the vicinity of Rezonville. Alvensleben took 

these to be the French rearguard — and the larger this force, he thought, 

the better. He now made the first of his bold decisions. He decided to 

attack to pin down as much of the enemy as possible. He instructed the 

5th Division, under General von Stuelpnagel, to attack toward Flavigny. 

He then ordered the 6th Division, under General von Buddenbrock, to 

attack Mars-la-Tour as soon as possible to cut the route to Verdun. Next he 

carefully selected a position for his artillery — 15 batteries of Krupp steel 

breechloaders — on the heights south and southeast of Flavigny where it 

could support either attack.13

Though bold, Alvensleben was anything but rash, taking time 

to select and occupy key terrain and carefully employing his supporting 

arms. Unfortunately, Rheinbaben’s cannonade had commenced about an 

hour too soon. The two divisions of General Frossard’s II Corps deployed 

between Vionville and Flavigny, alerted and ready for Stuelpnagel’s 

Brandenburgers as they emerged, company by company, from the thick 

undergrowth of the Gorze ravine.14

Frossard’s troops greeted the Brandenburgers with a storm of 

withering fire from their chassepot rifles, far superior in range, accuracy, 

and rate of fire to the Prussian Dreyse needle gun.15 In this exchange one 

battalion of the 48th Regiment was annihilated, losing all its officers and 

over 600 men in less than fifteen minutes.16

The battle ebbed and flowed for nearly an hour; at length, 

Frossard’s men drove the 5th Division back on itself, causing severe 

panic in the Prussian ranks. Only determined efforts by veteran NCOs and 

officers, and the moral and physical effect of Alvensleben’s guns firing 

in support, kept the division from melting away. The superior range and 

accuracy of the excellent German artillery kept the French at arm’s length 

— Alvensleben’s decision to place his guns in position south of Flavigny 

had begun to bear fruit.

By 1100 hours, Alvensleben received news that Stuelpnagel’s 

attack had failed. Indeed, the 5th Division had suffered heavy casualties 

6
and had barely avoided a rout. Alvensleben now realized that he faced 

more than a French rearguard, an estimate confirmed by Rheinbaben. 

Instead of striking the flank of a retreating enemy as he had expected, he 

now found himself outnumbered by five to one, with his units scattered 

over six miles of rough terrain. The X Corps was still four or five hours 

away. A determined French attack might well crush him.

At this juncture Alvensleben made his second critical decision. 

Rather than falling back, a blameless decision under the circumstances, 

he decided to attack to create the impression of superior strength. If 

successful, the French might conclude that they faced not a single overextended corps, but the vanguard of the entire Second Army. That, as he 

later wrote, “required using the moral force of the attack to make up for 

my deficiency in physical forces.”17

Accordingly, he ordered 6th Division, now in the vicinity of 

Tronville and approaching Mars-la-Tour, to turn east and attack Vionville. 

In addition, he sent the 11th Cavalry Brigade under General Barby 

(Rheinbaben’s Division) in a wide, sweeping move to the north of Marsla-Tour to deceive the French into thinking they were up against a much 

larger force.

Attack on Vionville

Shortly after 1100 hours, General Buddenbrock wheeled his 

tired regiments east and began the attack against Vionville. Supported 

by the well-placed guns on the heights south of Flavigny, the 12th 

Brigade advanced toward the north of Vionville in something of a turning 

movement, while the 11th Brigade attacked toward the southwest of the 

town. Buddenbrock’s attack proved startlingly successful, for as luck 

would have it, Vionville was held only by a single battalion of light 

infantry. The village stood astride the boundary between Frossard’s II 

Corps and Canrobert’s VI Corps; each thought the other responsible for 

its defense. Even so, one Prussian battalion was destroyed in less than ten 

minutes to the chassepot’s devastating fire.

Again, Alvensleben’s guns — increased to a total of 105 with 

the addition of Buddenbrock’s batteries — decided the issue; the French 

fell back. In the meantime, the 11th Brigade, in conjunction with a welltimed assault from the southeast by the 52nd Regiment of Stuelpnagel’s 

Division, stormed and captured Flavigny. The Prussians continued to 

7
suffer appalling losses (the 52nd alone lost 52 officers and 1,002 men 

killed and wounded), yet they continued to press the attack relentlessly.

After the Prussians captured Vionville, Canrobert moved his heavy 

artillery — over 100 guns — into position along the old Roman road to 

the north of the village and began to shell it. Under this punishing fire, 

Buddenbrock’s men found that they had to advance beyond Vionville just 

to hold it. Here the combined fires from the French II and VI Corps stopped 

them about 1,000 meters east of the village. The Prussians, exhausted and 

badly hurt, went to ground. 

Alvensleben now correctly determined that the critical point was 

the Tronville copse and sent two battalions of the 20th Regiment, his only 

reserve, to hold it. Mars again smiled on the Prussians, for help arrived 

unexpectedly in III Corps’ sector. Colonel Lehman, commander of the 

37th Brigade of the 19th Division (X Corps), having received an urgent 

message from Caprivi, had marched to the sound of the guns. He arrived at 

Alvensleben’s headquarters and promptly placed himself at the disposal of 

the III Corps commander. Lehman had with him four infantry battalions, 

two squadrons of hussars, and a heavy artillery battery. Alvensleben 

wisely sent Lehman to reinforce the two battalions in the Tronville copse. 

His lines were clearly overextended, but he hoped that the timely arrival 

of these reinforcements would continue the illusion that the French faced 

a superior force. 

In the meantime, Canrobert’s pounding of the 6th Division 

continued to take its toll. From his position on the heights south of 

Vionville, Alvensleben could see dust clouds of French reinforcements 

approaching from the north and northeast. The French III Corps under 

General Leboeuf, the IV Corps under General Ladmirault, and the Guard 

Corps had begun, at last, to march toward the sound of the guns. Colonel 

Caprivi informed Alvensleben that the remainder of X Corps was on its 

way — could he but hold out a little longer? Alvensleben then made his 

third and boldest decision of the day. Playing his only remaining card, he 

ordered the bugles to sound the charge and threw in the last of his cavalry.

The French Counterattack 

Meanwhile, on the other side of the hill, Frossard felt less than 

sanguine about his own situation. Pounded by Alvensleben’s artillery 

for several hours, his right flank showed signs of collapse (the division 

8
commander there had been mortally wounded and carried from the field). 

Frossard resolved upon a cavalry charge to restore his crumbling flank. 

He threw his own 3rd Lancers into a hasty charge, but at the first volley of 

Prussian rifle fire, the Lancers wheeled and galloped away.

Frossard then asked for and received a regiment of Guard 

Cuirassiers from Bazaine. Colonel de Preuil, the brigade commander, 

objected. Without heavy artillery support, he argued, the charge would fail, 

or accomplish nothing but the riding down of retreating French infantry. 

Bazaine replied, “it is vitally necessary to stop them: we must sacrifice a 

regiment!”18

Why Bazaine did not order Canrobert to launch an infantry attack 

remains a mystery. Apparently, he was convinced that the main German 

attack would come not against his right, but his left. De Preuil next objected 

to Frossard, who replied wildly, “attack at once or we are all lost!”19

The Guard Cavalry charged boldly, but their luck was out this 

day. For all his common sense, de Preuil conducted no reconnaissance nor 

established any objectives for his squadrons. Battlefield debris and patches 

of farmland broke his regiment’s perfect lines into clusters. When the 

cavalry came within 100 yards, two companies of the 52nd Brandenburg 

Infantry opened fire. The front rank folded and the others crashed into it. 

After a few moments of confusion, during which the Prussian infantry 

continued to fire, de Preuil sounded the recall and withdrew. Nearly 700 

men strong at the start of its charge, the Guard Cuirassiers lost 22 officers 

and 208 men, to no effect.20 

The 11th and 17th Prussian Hussars from Rheinbaben’s division 

then gave chase to the survivors. Bazaine, who had witnessed the illfated charge, began to direct a battery of artillery to cover its retreat. 

The 17th Hussars immediately charged the battery and nearly succeeded 

in capturing Bazaine. A mêlée of flashing sabers and dust ensued; the 

battery commander was cut down and his cannoneers slashed and ridden 

over. Bazaine defended himself fiercely with his own saber; in the thick 

of the fight, he was at his best. Meanwhile, the Marshal’s aide-de-camp 

and nephew galloped off to find help. He returned shortly with several 

squadrons from the 5th Hussars and 3rd Lancers, who together drove off 

the offending Hussars.

9
Von Bredow’s “Death Ride”

By 1330 hours, Alvensleben’s order for a cavalry charge had 

reached General von Bredow’s 12th Brigade, composed of Cuirassiers and 

Uhlans.21 Von Bredow was ordered to charge a mass of French infantry 

apparently forming for an attack against the 24th Brandenburgers, and 

beyond them, Canrobert’s artillery. Despite the urgency of the situation, 

von Bredow took his time. Possibly, he hoped that if he delayed long 

enough the order to charge would be rescinded. In any case, he took a full 

thirty minutes to conduct a thorough reconnaissance, work through the 

various stages of his plan, and assign specific objectives to his squadron 

commanders. 

Reconnaissance revealed undulations in the terrain which could be 

used to conceal von Bredow’s men for most of the charge. He also noted 

that the Tronville copse appeared occupied by French skirmishers. He 

decided to mask the copse with a squadron each of Cuirassiers and Uhlans 

which he ordered to dismount and fight on foot if necessary. This left him 

with only six squadrons, some 800 men, to charge unshaken infantry and 

a strong artillery position. 

At 1400 hours, von Bredow at last gave the command to charge. His 

brigade slowly gathered momentum under the protection of the undulating 

terrain and burst forth all at once onto the plateau near Vionville. Taken 

by surprise, French infantry and artillerists scattered in all directions. 

Several French batteries were caught withdrawing to make room for fresh 

batteries. “Every one of the gunners of the first battery,” according to one 

account, “was cut down or pierced.”22

Not a shot was fired at the Prussians. The charge continued past 

the Rezonville ridge to a second line of infantry and guns with the same 

amazing effect. Here the fire became intense. “In approaching the second battery my helmet was pierced by two bullets, and my orderly officer 

thrown from his horse, wounded in two places.”23

However, von Bredow’s Todtenritt or “Death Ride” was only 

half over. General Forton, who had observed von Bredow’s charge, 

immediately ordered his own cavalry division, reformed and recovered 

from Rheinbaben’s earlier artillery attack, to counter-charge. Forton’s four 

regiments of Dragoons and Cuirassiers enveloped the spent Prussians, now 

outnumbered 5 to 1, and began hacking and slashing away. Four regiments 

10
of Chasseurs and Dragoons belonging to Valabrègue’s cavalry division 

counter-charged as well. Von Bredow ordered the recall and attempted 

to lead his scattered, disorganized brigade back to safety. Wary of the 

deadly German artillery, the French chose not to pursue. Of von Bredow’s 

original 804 men, only 421 returned. But the “Death Ride” had succeeded. 

By disorganizing the infantry and heavy artillery of Canrobert’s 6th Corps, 

it prevented the almost certain collapse of III Corps.24 

The deadly struggle wore on and still the Prussian III Corps held 

its ground. The crisis had barely passed when Alvensleben found himself 

confronted by another one. Less than thirty minutes after von Bredow’s 

charge, General Ladmirault’s IV Corps and parts of General Lebeouf’s 

III Corps began to advance against Alvensleben’s exposed left flank. 

Meanwhile, General du Barail’s cavalry division had driven Barby’s 

Brigade from the field and advanced unopposed to the outskirts of Marsla-Tour, which now lay burning and deserted. 

General Grenier with his IV Corps now launched a successful 

counterattack against the Tronville copse and continued to press toward 

the village itself. Against odds greater than 10 to 1, Colonel Lehman’s 

detachment fought valiantly, but had to fall back into Tronville. Of 

4,000 effectives, it lost over 1,200 men, including most of its officers. 

Alvensleben himself moved to Tronville with whatever scattered remnants 

he could muster, determined to hold there or die in the attempt.

Here, victory within his grasp, Ladmirault now called a halt. 

Grenier had expressed concern over pushing through Tronville without 

support. Ladmirault agreed, and decided to wait for reinforcements to 

arrive. As they waited the crucial opportunity to sweep through Tronville 

and rout the III Corps would pass. At 1530 hours, the Prussian X Corps 

began to arrive in strength. Alvensleben’s bluff, combined with the everpresent fog and friction of war, had caused the French to waver and hesitate 

throughout the day. Bazaine’s lack of resolution would cost France dearly.

The X Corps’ artillery moved briskly into position and opened fire 

in the direction of Grenier’s troops. This aggressive move was enough to 

confirm Ladmirault’s apprehensions and he promptly withdrew Grenier 

to the heights near Bruville. This move, in turn, induced General Aymard 

to withdraw his division, now exposed to X Corps’ artillery fire and to 

fire from its lead elements. These belonged to the 39th Brigade of 20th 

Division. Three infantry battalions were sent to fill the gap between III 

11
Corps’ 5th and 6th Divisions. The Tronville copse was retaken. The 40th 

Brigade soon closed in on the 39th; and the 20th Division stood strong, 

if a bit weary, at the decisive point in III Corps’ line. Alvensleben could 

breathe a little easier.

Seizing the Moment

In the meantime, General von Schwartzkoppen, commander of 

the 19th Division of X Corps, arrived just south of Mars-la-Tour with 

his 38th Brigade. Eager to exploit what he perceived as a general French 

retreat, Voigts-Rhetz ordered a two-pronged attack against Bruville by the 

19th and 20th Divisions. However, the 20th Division never received its 

orders, and so Schwartzkoppen alone launched a hasty attack from Marsla-Tour toward Bruville at about 1700 hours. His troops, five Westphalian 

battalions with 4,641 officers and men, had marched for twenty-seven 

hours, were hungry and thirsty, and heavily weighted down with full-field 

packs and extra ammunition. 

Nonetheless, the 38th obeyed. The Westphalians crossed the 

grassy plain that extended northeast from Mars-la-Tour and headed 

straight into the center of Ladmirault’s IV Corps. Caught in front and flank 

by chassepot and mitrailleuse (gatling gun) fire, and tangled in a steep 

ravine that marked the edge of the French position, the 38th was shattered 

and broke.25

First, individuals ran, then small groups, and finally whole 

battalions took to their heels. Grenier’s and Cissey’s Divisions left their 

positions and gave chase. The 38th fled headlong into Mars-la-Tour. It had 

lost over 2,600 officers and men. At this reverse, even the usually coolheaded Caprivi lost his nerve. He ordered all X Corps documents burned 

and its headquarters evacuated at once. Thus, just when Alvensleben 

should have been able to pour himself a glass of wine and relax after a hard 

day’s fight, another crisis threatened the German left wing. Fortunately for 

the Prussians, Ladmirault, still convinced that he confronted a much larger 

force, did not exploit this opportunity.

To cover the retreat of the 38th and, he hoped, to stave off disaster, 

Voigts-Rhetz ordered General von Brandenburg’s cavalry brigade to 

charge. Dutifully, the cavalry, five squadrons of Cuirassiers and Guard 

Dragoons, moved into position. As the French infantry closed in, the 

Cuirassiers and Dragoons launched their charge over terrain broken with 

12
hedges and ditches. The French infantry, taken by surprise, fell back 

initially. As Brandenburg’s troopers closed, however, the French opened 

fire with their excellent rifles and broke up the charge. Brandenburg 

withdrew. The charge had cost him 231 officers and men, nearly half his 

strength. But it caused Ladmirault to recall his divisions back behind the 

ravine. Mars-la-Tour remained in German hands. 

At the other end of the battlefield, lead elements of the Prussian 

VIII and IX Corps now appeared on the scene to reinforce Stuplnagel. Just 

before 1700 hours, he unwisely launched them against Rezonville. Here 

again the devastating long-range fire of the chassepot drove them back 

with heavy losses — 119 officers and 2,466 men, over half their strength. 

The Last Mêlée

At about 1830 hours, Ladmirault decided to launch General 

Legrand’s cavalry division in a charge to roll up the German left wing. 

Ironically, at about the same time, Voigts-Rhetz ordered Rheinbaben’s 

Division — Barby and the 13th Dragoons — to advance and roll up the 

French right. Thus, two cavalry masses advanced toward each other west 

and north of Mars-la-Tour. However, The French cavalry became winded 

and disorganized before it crossed the 800 yards of broken battlefield to 

meet Rheinbaben’s cavalry, who thus gained the upper hand. Du Barail’s 

2nd Regiment of Chasseurs d’Afrique then charged into the flank of 

Prussians, and began to drive them back. 

At this point Rheinbaben then threw in his last reserves—the 

10th Hussars and 16th Dragoons. Desvaux’s Division of Guard Lancers, 

Dragoons, and Carabiniers then entered the fray. A swirling mass of flashing 

sabers and thundering hooves — the last great cavalry mêlée — ensued, 

involving some forty-nine squadrons, over 8,000 men. In the resulting dust 

and confusion, friend became indistinguishable from foe. The French, who 

outnumbered the Germans 5 to 3, had greater difficulty avoiding fratricide. 

A regiment of French Lancers wearing light-blue uniforms was mistaken 

for Germans and was attacked and nearly destroyed by another French 

unit. In another instance, a French regiment fired its carbines point-blank 

at a friendly unit it took for the enemy. Inexplicably, General Clérambault’s 

cavalry division, which might have tipped the scales irreversibly in favor 

of the French, hung back near Bruville and did not enter the battle. The 

mêlée lasted a mere fifteen minutes. The French sounded the recall and fell 

back toward Bruville, while the Germans withdrew toward Mars-la-Tour.

13
Final German Attack

As the cavalry retired Prince Frederick Charles, eager to reap some 

credit for the day’s action, ordered a final attack on Rezonville. He intended 

to launch Alvensleben’s and Voigts-Rhetz’s corps simultaneously. The X 

Corps, spent and disorganized, could not comply. Thus, Buddenbrock’s 

tired Brandenburgers, with part of the 10th Brigade from Stuelpnagel’s 

division, advanced one more time against Rezonville. While they made 

some initial progress against the divisions of Lafont (VI Corps) and Picard 

(Imperial Guard), the attack was broken up by artillery and mitrailleuse 

fire from the batteries of the Guard. 

Frederick Charles then launched his 6th Cavalry Division in 

a dubious night attack against the French center. The horsemen caused 

the French outposts to flee in panic into Rezonville, but rifle fire from 

the village quickly broke the Prussian charge, mauling the attackers.26 At 

2100 hours, as horses and riders picked their way back across a darkened 

battlefield, the Battle of Mars-la-Tour finally ended.

Denouement

In the course of the battle, the Germans had suffered 15,780 

casualties, the French 13,761.27 The III Corps alone lost 307 officers and 

6,300 men, or 22 percent of its initial combat strength.28 Not surprisingly, 

each side claimed victory. Although the French gave as good as they got 

tactically, at the end of the day the Germans held Mars-la-Tour and could 

threaten the northern routes to Verdun. Bazaine’s attempt to concentrate his 

forces with MacMahon at Verdun was thwarted, with fatal consequences 

for Napoleon’s regime.

By battle’s end, French units were hopelessly intermixed. Bazaine’s 

supply columns, some 5,000 wagons, had panicked at the intensity of the 

fighting and had either turned back, dumped their cargo, or abandoned 

their carts along the roads in the French rear. It thus took Bazaine’s army 

all day and most of the next night to move less than four miles to its 

new positions. His units, hungry and frustrated, raided their own supply 

convoys and angrily burned whatever they could not carry. His corps 

commanders consequently reported critical shortages of ammunition, 

food, and transport, as well as a marked increase in incidents of vandalism, 

looting, and insubordination. If that were not enough, Bazaine positioned 

his army poorly the next day. He assigned too much of his force to his 

14
left flank, which was already strong with numerous steep, thickly wooded 

ravines. Only the weak VI Corps, lacking its artillery, held his right flank. 

Though a tactical draw, the German victory had thus transformed the 

French Army of the Rhine from a confident force to a badly shaken one 

that doubted itself and its commanders.29

To be sure, confusion reigned on the German side, too. 

Alvensleben’s and Voigts-Rhetz’s Corps lay exhausted on the field of 

battle. Second Army Headquarters could not paint a clear picture of the 

situation. Only Moltke’s perceptive eye grasped the golden opportunity 

to push Bazaine further away from Paris and ultimately to seal him 

up in Metz.30 But, more importantly, the Germans scored a decisive 

psychological victory against the French, a victory that made the ultimate 

German triumph appear only a matter of time. As one correspondent wrote 

the day after the battle: 

The Prussians are resolved to conquer or die. Theirs is 

not a passing excitement, stirring the blood for a day, but 

the long-pondered determination of an earnest people. 

They have lost frightfully in these last battles. Thousands 

of German soldiers have been killed or wounded. Yet in 

the end of each fight they have pushed back the desperate 

Frenchmen, and have carried out their generals’ plans 

with admirable devotion.

31

Full credit for the victory, a moral victory as much as a physical 

one, must go to Alvensleben. His decision to fight outnumbered rather than 

withdraw reverberates as one of military history’s most striking examples 

of boldness. Yet his was a daring based not on emotion, but on a lifetime 

of experience and a sure grasp of terrain, tactics, and timing — and above 

all, of clear orders given calmly amid chaos. 

In future battles we can be sure that commanders will face a 

similar stern choice. Almost certainly, Alvensleben knew that his decision 

to attack at such odds would exact a fearful price on his command. U.S. 

commanders may flinch in the face of heavy casualties, no matter what the 

prize. But, Alvensleben’s readiness to “face the arithmetic” undoubtedly 

saved lives over the course of the campaign by preventing the junction of 

the French armies. The face of battle has changed since the field of Marsla-Tour, but not so much that qualities like these have lost their place. In 

the next century, Mars will still smile at boldness and punish impetuosity.

15
Notes

1 English writers, particularly the correspondents of the day, referred to 

the battle as Mars-la-Tour, the site of history’s last great cavalry melee. German 

historians called it Vionville, since that was where the Germans enjoyed the most 

success. The French refer to it as the battle of Rezonville because they successfully 

held that village throughout the battle.

2 Alvensleben’s elder brother, Gustav, commanded the IV Corps. Theodor 

Fontane, Der Krrieg gegen Frankreich 1870, 71, 4 Vols., 2d Ed., (Zurich: 

Manesse, 1988),1, 302-3. David Ascoli, A Day of Battle: Mars la Tour, August 

16, 1870 (London: Harrap, 1987), 62. Fontane’s work remains the best firsthand 

account of the war. A young writer and correspondent, Fontane reported on all of 

Germany’s wars of unification; he was captured by the French and held prisoner. 

He conducted interviews after each war to recount events he did not personally 

witness. His works are in the process of being translated and edited by several 

individuals including this author and historian Dennis Showalter. 

3 Theodor Fontane, Der Krrieg gegen Frankreich 1870, 71, 4 Vols., 2d 

Ed., (Zurich: Manesse, 1988),1, 378.

4 French mobilization depots were not co-located with their regiments, 

which caused innumerable delays. Zouave reservists, for example, had to report 

first to the depot in Oran, Algeria, before joining their regiment stationed in 

Alsace. Many regiments were destroyed while their reservists were still enroute. 

Michael Howard, The Franco-Prussian War: The German Invasion of France, 

1870-71 (London and New York: Routledge, 1989), 68-9. Howard’s book remains 

the best operational and strategic treatment of the war.

5 French divisions were commonly known by the name of their commander.

6 The action involved the German I and Vll Corps, spearheaded by the 

soon-to-be famous General Colmar van der Goltz, then commander of the 26th 

Infantry Brigade, 13th Division, Vll Corps. Goltz saw the unmistakable signs 

of French retreat and launched his brigade against the entire French Corps in a 

desperate spoiling attack.

7 Ascoli, 109.

8 The order resulted from incomplete reconnaissance, of which the French 

army was guilty throughout the war. Bazaine had little idea of German dispositions on the 15th. 

9 Spencer Wilkinson, ed., Moltke’s Military Correspondence 1870-71

(Oxford: Oxford University Press, 1923), 95.

10 This force (18 squadrons) formed one third of the Second Army’s cavalry reserve.

11 This force (36 squadrons) constituted the remaining two thirds of the 

Second Army’s cavalry reserve. The other corps of the Second Army, east of the 

16
Moselle, were to cross the river and proceed west-northwest.

12 Caprivi would succeed Bismarck as Chancellor of Germany from 1890-

94. Gordon A. Craig, Germany 1866-1945 (Oxford: Oxford University Press, 

1978).

13 The Germans had breechloading, rifled artillery, superior to that of 

the French, who still possessed smooth-bore muzzle loaders. At 2,500 paces, a 

German 6-pounder gun could hit “an infantry battalion in mass with half its shots;” 

and it could hit larger targets, such as a village, at 5,000 paces. A pace was 1.25 

meters. Major General Prince Kraft zu Hohenlohe lngelfingen, Employment of 

Field Artillery in Combination with Other Arms, trans. by F.C.H. Clarke (London: 

W. Mitchell & Co., 1872), 7.

14 A full strength Prussian infantry company typically consisted of three 

platoons of 80 men each and a small headquarters section of four or five men, 

including the commander and his orderly, in total approximately 250 men. A 

battalion normally had four companies or 1,000 men; and a regiment usually 

consisted of three battalions, or 3,000 men. By contrast, a cavalry squadron 

usually numbered 120 men with horses. A cavalry regiment might have from two 

to eight squadrons. 

15 The Chassepot outranged the Dreyse needle gun by 1,000 yards. One 

of the first German military writers to analyze the Franco-German War, Captain 

Albrecht von Boguslawski, reported “the Chassepot showed itself superior to the 

needle gun in rapidity of fire, in lowness of trajectory, in portability, in its smaller 

caliber, in penetration, finally in lightness and handiness. The needle gun has the 

advantage of simple lock construction and better sighting, it makes fewer misfires 

and fouls little.” Albrecht von Boguslawski, Tactical Deductions from the War of 

1870-71, trans. by Col. Graham (London: Henry S. King, 1872, Reprinted 1996, 

Absinthe Press), 150.

16 Ascoli, 138.

17 Howard, 154, note 1.

18 Howard, 156.

19 James D. Hunt, “Mars la Tour, August 16, 1870,” in Charge to Glory

(New York: Harcourt, 1960), 144.

20 Lunt.

21 The 13th Dragoons, also part of the brigade, had been detached to support the 11th Cavalry Brigade (Barby) north of Mars.

22 The famous and oft-quoted account of Count von Schmitten. See Henry 

Bowles Franklin, The Great Battles of 1870 and the Blockade of Metz (London: 

Trubner, 1887), 73.

23 Franklin, 73.

24 For many, the success of von Bredow’s charge would serve as evidence 

17
that modern fire arms had not rendered the cavaIry charge obsolete. Yet others, such 

as Boguslawski and Hohenlohe-lngelfingen, warned that the charge “represented 

only one of a handful of like incidents, most of which were not nearly as 

successful, and it did not in itself decide the outcome of the battle.” Boguslawski, 

Tactical Deductions, 75-6. “The times of gigantic cavalry successes, such as those 

at Rossbach, Leuthen and Zorndorf, are forever past.” Prince Kraft zu Hohenlohelngelfingen, Letters on Cavalry, trans. by N. L. Walford (Leavenworth, Kansas: 

Spooner, 1892), Letter Vie, 84.

25 The French mitrailleuse, similar to the Gatling gun, was designed to protect artillery by augmenting with rapid, direct fire. By the battle of Vionville, the 

French had discovered its value as an infantry weapon.

26 Frederick Charles’ attack was severely criticized by Moltke, who considered it an arrogant waste of men.

27 Howard, Franco-Prussian War, 161; German account puts French 

casualties at 11,487 killed and wounded, 5,472 missing. Fontane lists French 

casualties at 17,007 killed and wounded, and German casualties at 15,810. Krieg 

gegen Frankreich, I, 380.

28 Fontane, I, 380.

29 See the author’s “Optimizing Chaos on the Nonlinear Battlefield,” Military Review (September-October 1997), 26.

30 Molke’s Correspondence, 97.

31 The Daily News Correspondence of the War between Germany and 

France 1870-71 (London: Macmillan, 1871), 56.

18
Chapter 2

Ghosts of Tannenberg

German I Corps in East Prussia, August 1914

by

Colonel David R. Gray, USA (Retired)

A fiercely independent temperament is not often appreciated in professional armies. But sometimes it is an indispensable virtue. In the opening campaign in East Prussia in 1914, Lieutenant General Herman von Francois 

made it a habit to infuriate his superiors. He survived in 

command for only one reason — because he consistently 

succeeded against all odds. History justly credits Hindenburg and Ludendorff with the victor’s laurels at Tannenberg — the most famous battle of annihilation since Cannae. But von Francois deserves more than a footnote, as 

the operational commander who, more than any other, set 

the conditions for strategic success.

At the outbreak of war in August 1914, Germany struck violently 

in the West, hoping to knock France out of the war quickly. In the East, 

the German Eighth Army was ordered to defend the Prussian frontier 

against the First and Second Russian Armies, attacking astride separate 

but converging routes. The High Command expected Eighth Army to hold 

off the Russians for six to eight weeks before victorious German troops 

could be transferred from France to assume the offensive. In a famous 

campaign, Eighth Army masterfully exploited the advantages of interior 

lines to annihilate an entire Russian field army and drive a second headlong 

from Prussian soil. 

Throughout the campaign, the German I Corps spearheaded 

German operations under its fiery and aggressive commander, Lieutenant 

General Herman von Francois. One of four corps that formed the Eighth 

Army, I Corps headed four major assaults that led directly to the Russian 

collapse. The corps’ skillful use of terrain, rapid thrusts directed at enemy 

weak points, and well-timed attacks paralyzed its Russian opponents in 

one of military history’s most striking examples of victory against the 

odds. 

19
Map 2. East Prussia: Battle of Tannenberg, 1914.

In the German army, a corps of 40,000 troops represented the 

largest all arms formation capable of independent action along a single 

axis of advance.1 The corps’ main combat elements consisted of two 

infantry divisions formed around some of the oldest and most distinguished 

regiments of the old Prussian Army, an artillery battalion of sixteen 

150mm howitzers, and a squadron of six aircraft. During peacetime, the 

corps garrisoned several small towns along the East Prussian border. 

The corps exploited local loyalties and enhanced unit cohesion by 

20
recruiting extensively from districts surrounding its bases. Despite its best 

recruiting efforts, the unit still had to rely on the more populous regions of 

Brandenburg and Westphalia to the west for over 60 percent of its men. All 

ranks lacked relevant combat experience, but practical field training firmly 

grounded in the latest doctrine prepared I Corps’ officers and soldiers for 

battle.

Since the 1870s the German Army diligently adjusted its doctrine 

to keep pace with the changing conditions of industrial warfare. Like all 

other major armies of the time, German pre-war doctrine emphasized 

rapid, offensive action as the decisive means to victory. But the Germans 

also recognized that the lethality of modern weapons had rendered frontal 

attacks an increasingly suicidal proposition. To minimize casualties, the 

Germans adapted the Napoleonic precepts of prompt decision through 

decisive battle into a doctrine that stressed strategic, operational, and 

tactical envelopment. The Germans intended to encircle and destroy their 

enemies in battles of annihilation (Vernichtungschlacten) by concentrating 

overwhelming firepower, superior numbers, and moral superiority at the 

decisive place and time. Officers were especially expected to exercise their 

own tactical judgment, even if it differed from that of a superior. Although 

the officer corps prized this freedom, the line separating individual 

initiative from disobedience to orders was a thin one that could potentially 

undermine unity of effort during combat operations.2

 

By both training and inclination, General von Francois appeared 

to be just the type of commander prescribed by evolving doctrine. Fiftyeight years old, Francois was the descendent of a Huguenot family that 

had immigrated to Prussia in the seventeenth century. He began military 

service in 1875 as a lieutenant in the 3rd Guards Regiment. Showing 

promise in succeeding assignments, Francois earned the crimson trouser 

stripes of a General Staff Officer upon graduation from the Kriegsakademie

(War College) in 1887. He commanded a battalion in 1898 and served as 

General Paul von Hindenburg’s Chief of Staff in IV Corps in 1905, before 

assuming command of I Corps in 1913. By the war’s start, Francois had 

firmly established his reputation as a strong and competent commander 

of larger formations. More important to unfolding events, however, was 

his reputation as a prickly, independent-minded maverick and difficult 

subordinate.3

Headstrong and arrogant at times, Francois quickly clashed with 

Eighth Army’s commander over the planned defensive strategy for the 

21
East Prussian frontier. General Max von Prittwitz keyed his operational 

plans to defensible terrain and timing. The Masurian Lakes, a 50 mile 

long, north-south chain of marshes, small lakes, and thick forests, posed a 

major obstacle to invading enemy forces from the east. This rugged terrain 

was likely to split the invaders between the Insterburg Gap in the north 

and a more southern approach around the lakes, severely restricting lateral 

communications. Pre-war staff rides by the General Staff determined 

that the region’s natural shield would permit the Germans to exploit the 

advantage of interior lines. Sited in interior positions connected by road 

and rail, the mass of the German army could concentrate and destroy the 

most threatening enemy force, then use interior lines to strike the second. 

Prior to 1914 Germany extended railways, improved roads, and fortified 

gaps between the lakes to translate this strategy from theory to reality 

during wartime.4

Prittwitz generally deployed his forces consistent with prewar assessments, modified to fit actual tactical circumstances. When 

intelligence indicated that the Russian main attack would come north of 

the lakes, he ordered his troops to occupy defenses behind the Angerapp 

River’s west bank, where they would await further enemy developments. 

Prittwitz posted Francois’ I Corps, with the 1st Cavalry Division under 

command, to guard the Insterburg Gap, the most favorable northern 

approach into East Prussia. Francois’ men were to remain in the vicinity of 

Insterburg-Gumbinnen while the cavalry screened east of the river. Major 

General August von Mackensen’s XVII Corps, General Otto von Below’s 

I Reserve Corps, and III Reserve Division occupied a central position 

west of the lakes. The XX Corps under General von Scholtz protected the 

southern flank around Allenstein. Prittwitz’s positioning of units provided 

Eighth Army with flexibility to maneuver in either direction and followed 

higher headquarters’ guidance for “not defense only, but offensive, 

offensive, offensive.”5

But Francois had his own thoughts about the proper way to 

organize the frontier defenses. Objecting to Eighth Army’s plan, Francois 

argued strenuously for a defense forward of the border. In his view, a series 

of limited, cross-border spoiling attacks — led by I Corps and supported 

by the rest of Eighth Army — would thoroughly disrupt the enemy’s troop 

concentrations and invasion time table. Unable to persuade Von Prittwitz 

and his staff to take a more aggressive stance, Francois decided to take 

matters in his own hands to protect “sacred” Prussian territory.

22
Francois ignored Pritwitz’s orders to defend from the vicinity of 

Gumbinen and instead pushed his forces closer to the Prussian border. 

By August 16, the corps’ 1st Division occupied Stalluponen, about 

twenty miles east of the Angerapp. Meanwhile, his 2nd Division split its 

two brigades between the towns of Goldap and Tollmingkehmen. The 

cavalry and the corps aero-scout squadron patrolled the border to warn 

of the enemy’s approach. Francois set up a forward command post in 

Stalluponen to direct the corps actions. To prevent possible interference 

from Von Prittiwitz’s staff, the wily former cavalryman ordered his chief 

of staff to remain with the corps main headquarters at Insterburg to cover 

his forward dispositions.6

While the Germans prepared for an invasion, the Russians 

mobilized and marched toward Prussia. Pressured by France to take the 

offensive into Germany as soon as war erupted, the Russian government 

quickly mustered its immense ground forces and, despite tremendous 

logistical difficulties, it’s First and Second Armies were on the march 

by August 13th. Like Germany, Russia relied on its existing war plans 

for its initial strategic framework. The Russian High Command intended 

to launch a converging attack into East Prussia to trap and destroy the 

Germans in a giant pincer movement. General Paul von Rennenkempf (a 

descendent of German colonists in Russia) commanded the Russian First 

Army, which attacked along an axis through the Insterburg Gap north of 

the Masurian lakes, while General Alexander V. Samsonov’s Second Army 

advanced south of the lakes. The movement was poorly coordinated, and 

neither commander made a concerted effort to use available cavalry to find 

German troop concentrations.7

Call to Battle

Just as Francois intended, the Germans initially encountered 

General Rennenkampf’s First Army when the Russian “steam roller” 

crossed the German frontier. After a series of inconclusive cavalry and 

infantry skirmishes in preceding days, the Germans’ first major clash 

occurred just south of Stalluponen with the advance elements of the 

Russian III Corps on August 17th. The engagement sparked a fierce, 

day-long fight. Lacking any prior knowledge of German positions, the 

Russians attacked tenaciously, threatening to envelop Francois’ defenses 

around Stalluponen. Major General Richard Von Conta, 1st Division’s 

commander, maneuvered his regiments to plug gaps and reinforce his 

defenses against assaults by three enemy divisions. In late afternoon 

23
Major General von Falk of the 2nd Division and the brigade guarding 

Tollmingkehmen marched to the sound of the fighting. Von Falk’s troops 

struck the Russian left flank at the same time 1st Division launched a 

counterattack to its front. The Russian 27th Division dissolved under the 

combined pressure, allowing the Germans to capture over 3,000 prisoners. 

Another 3,000 or so dead and wounded littered the battlefield. At that point 

the Russian advance stalled, as an exhilarated Francois claimed victory.

While fighting was still underway, Francois received abrupt 

orders to withdraw to Gumbinnen. General Von Prittwitz had discovered 

Francois’ forward deployment charade on August 15th, which had forced 

him to alter his original plans for the corps. Prittwitz immediately wrote 

out new instructions that ordered the I Corps Commander to outpost 

his forward-most positions and fall back to Gumbinnen. Outraged over 

his subordinate’s disobedience, Prittwitz dispatched a staff officer to 

Stalluponen to deliver the new orders personally. The impetuous I Corps 

Commander had already decided to withdraw as the situation allowed, but 

when confronted by the staff officer, he contemptuously retorted, “Inform 

General von Prittwitz that General von Francois will break off the battle 

when the Russians are beaten.”8 Fortunately for Francois, the staff officer 

softened the general’s official response to higher headquarters. In the 

battle’s aftermath, Francois telephoned von Prittwitz and boasted that his 

corps had defeated two enemy corps, which quickly retreated back across 

the frontier. That evening I Corps retired to Gumbinnen.

Victory saved Francois from disciplinary action or relief. 

The corps commander could justify his disobedience on the doctrinal 

latitude allowed by German doctrine. Von Prittwitz undoubtedly found 

his subordinate’s success hard to dispute, but Francois’ actions had two 

unintended consequences. First, they jeopardized the overall plan, which 

allowed about five days time to defeat the Russian First Army, before 

having to turn to deal with the Russian Second Army. If Rennenkampf 

slowed his troops’ advance, Eighth Army would be drawn out of its 

Angerapp defenses and eastward into battle, exposing its rear to attack 

from Samsonov’s Second Army. Second, the action earned Francois a 

reputation as a fighter, but also reinforced the widespread belief that he was 

an eccentric maverick. The High Command could legitimately question 

whether Francois’ disobedience might well encourage future, more risky 

actions at the army’s expense.

24
While Francois’ troops prepared defenses at Gumbinnen, the 

Russians resumed their westward advance toward Insterburg. First Army 

moved forward at a slow pace, neglecting again to use its cavalry for 

reconnaissance. Repeated Russian and German cavalry skirmishes went 

unheeded in First Army’s headquarters during the next two days. By the 

afternoon of the 19th the Russians, beset by straggling and enormous 

logistical difficulties, approached Gumbinnen, where Rennenkampf 

ordered a halt for August 20. The Russian commander’s message was 

transmitted uncoded over the radio. A German radio operator promptly 

intercepted the message and passed the contents to Prittwitz’s staff.

To forestall the expected attack, Francois urged aggressive action 

for the next morning, proposing to outflank the Russians from the north 

and pressuring Prittwitz to commit XVII Corps and I Reserve Corps to the 

spoiling attack. Prittwitz initially postponed a decision, but other Russian 

developments and time pressures forced a quick decision.

Shortly after his subordinate’s call, Prittwitz learned that the 

Second Russian Army was across the frontier and on the move toward 

Allenstein. If they intended to destroy Rennenkampf’s forces before 

Samsonov reached Eighth Army’s rear, the Germans could not afford 

to waste time waiting for the Russian 1st Army to reach the Angerapp. 

Prittwitz therefore authorized the attack and employment of the other corps 

over the objections of his highly capable operations officer, Oberstleutnant

(Lieutenant Colonel) Max Hoffman. “This joyful message,” Francois 

remarked, “took a weight from my soul.”9

Francois’ plan of attack combined daring and sound doctrine. 1st 

Division would remain in its current positions as a fixing force. Francois 

ordered 2nd Division to withdraw from I Corps’ right flank, conduct a 

night march across 1st Division’s rear, and envelop the Russians’ exposed 

northern flank. Surprise and shock were essential elements of the plan. A 

short, sharp, artillery barrage followed by a violent pre-dawn attack would 

enable 2nd Division to roll up the enemy’s exposed flank. Those Russians 

not killed in General von Falk’s initial hammer blows would be driven 

into a cauldron of fires in front of the 1st Division. Properly executed and 

boldly led, Francois believed the assault would result in a decisive battle 

of annihilation.

Following a thirty minute artillery bombardment, the 2nd 

Division’s troops stormed across broken fields toward Russian lines at 

25
0400 hours, August 20th. General Von Falk’s attack caught the Russians 

completely by surprise; many in the Russian XX Corps, for example, were 

still asleep when the battle began. The hail of high explosives and the rush 

of German infantry attacks achieved initial success, but by 0800 hours the 

Russians formed stout defenses, especially inside the village of Uzballen. 

Volleys of Russian artillery fire mowed down advancing lines of Falk’s 

infantry, which had temporarily out-run the support of its guns. Wave after 

wave of Germans advanced under heavy fire, until the Russians finally ran 

out of ammunition, and the attack regained momentum. Fighting at close 

quarters inside Uzballen, German troopers relied on rifle butts, bayonets, 

and small arms fire to root out enemy resistance. By noon the village had 

fallen.

General Conta and his soldiers also encountered stiff resistance 

as they attacked through the misty dawn around 0530 hours. Fighting 

degenerated into a series of regimental and battalion engagements as 1st 

Division pushed through a system of fortified farms and villages. By 1100 

hours the Germans, after vicious fighting, had routed the Russian 28th 

Division and seized the key village of Brakuponen, east of Gumbinnen. 

The Germans captured 5,000 prisoners and left 7,000 enemy casualties on 

the field of battle. 

The I Corps had achieved its initial objectives but was too 

disorganized and exhausted to exploit its success for very long. Francois 

pushed the attack for several more hours, driving the Russians back five 

miles. The 1st Cavalry Division followed the corps’ attack, raiding the 

Russian transport at Schwirgallen, ten miles to First Army’s rear. Without 

any reserves and with no sign of the German XVII Corps, Francois ordered 

his units to halt late in the afternoon.

While Francois’ troops hammered the Russian northern flank, the 

remainder of the battle confirmed Hoffman’s worst fears. Exhausting night 

marches, lack of lateral coordination between the corps, and poorly timed 

assaults doomed the attack along the rest of the Gumbinnen front. Numbed 

by fatigue and damp from the night’s cold rain, General Mackensen’s 

formations mounted a fierce frontal attack in the center of the German 

position at dawn — without the benefit of artillery support. The enemy 

was not so charitable. Russian artillery mercilessly raked Mackensen’s 

green troops, inflicting heavy casualties and sparking a general panic in 

some units. XVII Corps’ attacks stalled, and Mackensen withdrew his 

demoralized units with great difficulty under withering fire. I Reserve 

26
Corps did not reach the battlefield until noon, too late for a coordinated 

assault with the other corps. The Reserve Corps attacked on the German 

right flank into the stout defenses of the Russian XX Corps. The Russians 

resisted tenaciously and fought the Germans to a standstill. Despite I Corps’ 

success, the Germans failed to deliver a knockout blow to Rennenkampf’s 

army. 

Hindenburg’s Call to Glory

In late afternoon Francois, with only partial knowledge of the setbacks in the XVII and I Reserve Corps sectors, pressed headquarters for 

reinforcements to follow-up his success. Instead, he was shocked to learn 

that Prittwitz intended to retreat; reports that Samsonov had penetrated 

East Prussia had so unnerved Prittwitz that he ordered a general retreat 

behind the Vistula River. Disgusted by his commander’s timidity, Francois 

joined Max Hoffman in urging Prittwitz to reconsider. The commander 

rejected both officers’ advice. Without notifying his staff, Prittwitz glumly 

called General Helmuth von Moltke (Chief of the General Staff and the 

nephew of the great von Moltke the Elder) to inform him of Eighth Army’s 

retreat, expressing strong doubts whether he could stop the Russians at the 

Vistula River. The news so stunned Moltke that he decided to replace the 

Eighth Army commander as soon as possible.

At this critical juncture, Hoffman convinced Prittwitz that Eighth 

Army could not withdraw without fighting the Russian Second Army, as 

this formation was closer by 80 miles to the Vistula than the Germans. 

Reconsidering, Prittwitz cancelled his orders and approved a daring attack 

against the Second Army. 

Leaving one cavalry division to delay Rennenkampf, the bulk of 

the army would switch fronts by rail and footmarch to concentrate against 

Samsonov. Prittwitz issued instructions for the movement on August 

22nd, but failed to inform Moltke of his change of mind. Still assuming 

that the Eighth Army commander had lost his nerve, the German Chief 

of Staff relieved Prittwitz and his chief of staff that same day. In their 

place, Moltke appointed as commander sixty-seven year old Paul von 

Hindenburg, a veteran of the Austro-Prussian (1866) and Franco-Prussian 

(1870-71) Wars. So unexpected was the call that Hindenburg boarded the 

train wearing the blue uniform of a Prussian general rather than the field 

gray that now clothed the Imperial German army. The new Eighth Army 

Chief of Staff was Erich Ludendorff, a brilliant but relatively junior general 

27
and General Staff Officer, recently awarded the Pour le Merite, Germany’s 

highest decoration, for his role in storming the Belgian forts which barred 

the way into France. The two arrived at Eighth Army’s headquarters on 

August 23rd and approved the measures Hoffman had already taken to 

attack Samsonov.

The I Corps figured prominently in Eighth Army’s new plan of 

attack. Francois’ troops were to move by train and foot over 90 miles to 

Deustch-Eylau where they would form on the right flank of the German 

XX Corps. Hindenburg and Luddendorff planned to use I Corps as a 

striking force to envelop the Russian left flank. Francois’ attack would be 

supported by XVII and I Reserve Corps, which had been ordered to march 

quickly south to attack the exposed Russian right, or northern, flank. Radio 

intercepts and reconnaissance further aided German battle preparations by 

providing the exact location and battle plans of Second Army.

While the Germans repositioned forces, the Russians blindly 

marched westward to disaster. Rennenkampf informed the Russian 

High Command of his “victory” at Gumbinnen and reported that the 

defeated Germans were in full retreat toward the Vistula River. Instead of 

initiating a hot pursuit, Rennenkampf rested for two days before marching 

ponderously westward to lay siege to the fortress city of Konigsberg. 

Pressed by higher headquarters, Samsonov pushed northwest to cut off the 

German retreat. Neither Russian commander effectively deployed their 

cavalry to find and maintain contact with the enemy, which allowed the 

Germans to concentrate undetected around Tannenberg.

Battle of Annihilation

On August 24th Hindenburg and Ludendorff used their knowledge 

of Samsonov’s plans to adjust Eighth Army’s operational dispositions. The 

High Command now planned to trap and destroy the Russians using a 

double envelopment — a near simultaneous attack against both enemy 

flanks. Eighth Army ordered XX Corps and 3rd Reserve Division in the 

German center to withdraw to the northeast upon contact with the Russians. 

This deliberately planned maneuver would further draw the Russians into 

a giant pocket, where they would be completely encircled. Ludendorff 

scheduled the attack for dawn on August 26th. 

Ordered to spearhead the attack as the army’s main effort, 

Francois delayed the advance to allow the corps artillery to come up. The 

28
previous day (August 25) he had vehemently protested against the timing 

of the attack because only twenty of his thirty-two artillery batteries were 

available. Two weeks of combat had taught Francois that infantry could not 

advance against prepared defensive positions without supporting artillery 

fires. To reach the corps objective at the village of Usdau, I Corps would 

have to fight across open fields stretching before enemy entrenchments 

on top of the Seeben Heights to their immediate front. “If I am ordered to 

attack,” Francois heatedly informed Ludendorff, “of course my troops will 

do so, but it will mean they have to attack with the bayonet.”10

Though a genuine concern, the artillery issue was also a foil for a 

substitute proposal to avoid Usdau altogether in favor of a deeper flanking 

attack against the Russian I Corps at Soldau further south. The army staff 

rejected outright the plan for very good reasons.11 After a heated exchange 

with Ludendorff that nearly resulted in Francois’ relief, the I Corps 

Commander reluctantly, and belatedly, ordered the attack. His orders 

intentionally did not leave his subordinate commanders enough time to 

move into positions by dawn.

Francois’ foot-dragging, however, bought his command valuable 

time to concentrate before the attack started. Sufficient artillery and 

ammunition arrived during the morning so that I Corps’ 1st Division was 

able to seize the Seeben Heights by 1230 hours. Meanwhile, fires from 

Russian snipers and machineguns halted General Falk’s 2nd Division 

south of Usdau. In mid-afternoon, Francois conferred with General Scholtz 

about the situation in front of his XX Corps. Scholtz’s corps had inflicted 

heavy casualties on the Russians, and he had decided to hold his position 

for the day. Based on this information and the condition of his own troops, 

Francois decided to stop for the day, in deliberate contravention of higher 

headquarters’ orders.12

The following day, however, Francois energetically engaged the 

enemy. I Corps attacked Usdau at dawn on August 26th. Artillery pounded 

Russian defenses surrounding the village for an hour before German 

infantry kicked off their assault. General Contra’s 1st Division attacked 

from the northwest, while Falk’s 2nd Division stormed the town from the 

south. The Germans achieved initial surprise, but the Russians recovered 

quickly enough to concentrate a strong counterattack that routed one of the 

1st Division’s brigades. In bitter fighting, the division drove the Russians 

from the town, securing it by 1130 hours. Francois later recalled that Usdau 

was “one of the most tragic sights of the war...trenches two meters deep...

29
were piled up with dead and seriously wounded Russians.”13 Following 

up the day’s success, I Corps’ cavalry vigorously pursued and punished 

Russian formations for several hours as they retreated toward Soldau, nine 

miles to the south. 

According to Max Hoffman, I Corps’ breakthrough around 

Usdau was “the decisive point of the whole battle.”14 The Germans had 

now penetrated the Russian Second Army’s left flank and created a gap 

between the Russian I Corps and XXIII Corps, its adjacent unit to the 

south. Having divided the enemy formations, the hard-fighting I Corps 

was ready to conquer them. With the town secure, Francois ordered his 

troops to continue to attack to the south and southwest, a move supported 

by higher headquarters. 

The I Corps’ operations the next day proved even more decisive. 

Early on the 28th, air patrols informed Francois that the Russian XXIII 

Corps to his south appeared disorganized and incapable of launching a 

counterattack against the I Corps. Francois maneuvered his corps to 

outflank the Russians around Frankenau. The German attack pounded the 

Russians, who retreated to the southeast in disorder. Francois then ordered 

the I Corps to continue its movement towards Neidenburg to the east. 

The audacious I Corps Commander now saw a golden opportunity 

to conduct a turning movement deep in the Russian rear, cutting off 

Second Army’s route of retreat. In the interval, Francois received orders 

redirecting his movement northward to assist the German XX Corps, which 

was desperately fighting off a Russian attack around Walpitz. Instead of 

executing a turning movement, the high command wanted I Corps to make 

a shallow envelopment into the Russian XIII Corps’ open flank. Francois 

evaluated the situation and based on his understanding of events, judged 

the orders to be wrong. Believing that XX Corps could handle the action 

around Walpitz, he ignored Ludendorff’s instructions and kept his corps 

focused on developing a deeper trap for the Russians. 

By the evening of August 29th, I Corps had completed its turning 

movement and severed the last remaining enemy escape routes to the 

south and east. I Corps held a thin string of widely dispersed positions 

— 25 battalions stretched over a 30 mile distance — that controlled 

all possible avenues of retreat. Backed by powerful artillery barrages, 

Francois troops held out against the Russians’ disorganized attempts to 

break through the lightly defended ring. Meanwhile the German I Reserve 

30
and XVII Corps continued to attack from north to south. The two hardmarching German corps ended up behind the Russian XIII Corps, which 

had successfully attacked the Germans the previous day. The Germans’ 

fierce assaults shattered the Russian corps. Late the same day, cavalry 

from Von Mackensen’s XVII Corps established contact with elements of I 

Corps, completing the encirclement of the Second Army. 

The I Corps spent the next two days beating off Russian breakout 

attempts while the remainder of Eighth Army continued its hammer blows 

from multiple directions. Concentric attacks by German forces from the 

north, south, and west tightened the vise. As whole Russian divisions came 

apart, the distraught army commander, Samsonov, committed suicide when 

surrounded by German patrols in the deep woods. From August 30-31, the 

Germans eliminated isolated pockets of Russian resistance and rounded 

up demoralized prisoners. The prize was a glittering one: 125,000 Russian 

soldiers were killed, wounded, or captured and an entire Russian field 

army was written off the order of battle, at the price of 15,000 German 

casualties. I Corps and their indomitable commander had beaten long odds 

to achieve victory, pulling along the rest of the army by sheer force of 

will. To revenge a remembered humiliation — the Polish and Lithuanian 

success against the Teutonic knights in 1410, on the same battleground — 

the Germans called their victory “the Battle of Tannenberg.” It was the 

largest and most successful battle of annihilation in a century.

Battle of the Masurian Lakes

The Germans had little time to celebrate, however, as events 

elsewhere further threatened their eastern frontier. Along the southern 

sector of the Eastern Front, the Russians had routed Austria’s offensive 

into Galicia. General Conrad von Hotzendorf, the Austrian Army’s Chief 

of Staff, wanted Eighth Army to attack the Russian right flank around 

Warsaw to take the pressure off the Austro-Hungarian Army. Such action, 

however, would expose the Germans to a possible flank attack from General 

Rennenkampf’s 1st Army. Rennenkampf’s slow westward movements 

had allowed the Germans to attack Samsonov, but now the huge Russian 

force was within 40 miles of Danzig. Hindenburg and Ludendorff decided 

first to strike Rennenkampf, the most dangerous threat, then deal with the 

situation further south.

In the Russian sector, Rennenkampf received word of Samsonov’s 

disaster on 30 August and immediately recognized that his army was now 

31
the Germans’ main target. General Yakov Zhilinski, commander of the 

Russian Northwest Front, ordered Rennenkampf to hold his position 

at all costs.15 Rennenkampf expected the Germans to attack from 

Konigsburg — an assumption based on false radio intercepts planted 

by German intelligence — and quickly adjusted his positions to meet 

such a contingency.16 To consolidate his forces, the Russian commander 

ordered his forward units to fall back to more defensible positions near the 

Masurian Lakes.

By 2 September, the 300,000 man Russian army occupied a 

strong north-south defensive line centered around the Insterburg Gap and 

behind the Pregel, Dieme, Aile, and Omet Rivers. Three strong corpsconstructed formidable entrenchments lie inside the Gap. The corps 

guarding Rennenkampf’s right flank stretched from the Baltic Sea to the 

fortress city of Konigsburg, where it kept a watchful eye on the German 

garrison. II Corps, protecting the defiles through the lakes on the Russian 

left flank, was thinly spread and somewhat isolated from the main defenses 

by the rugged terrain. One second-line division, some cavalry, and a few 

battalions from the newly constituted Russian 10th Army shielded 1st 

Army’s open flank on the extreme left. Over nine hundred guns protected 

key points along the front. Rennenkampf retained two divisions as a 

reserve, but repeated earlier mistakes by once again failing to deploy his 

cavalry to make contact with the German army. The Russians would again 

pay dearly for their ignorance of the enemy’s location and dispositions.

While the Russians fortified the Insterburg Gap, the German 

Eighth Army regrouped and concentrated its units opposite enemy lines. 

Two army corps, XI and Guard Reserve, and VIII Cavalry Division 

arrived from the Western Front as reinforcements.17 German forces now 

numbered six corps of seventeen divisions, two cavalry divisions, and 

1,212 artillery pieces. On face value, the Germans and Russians were 

roughly on par, with approximately the same manpower (300,000 each) 

and guns (1,212 vs. 924). Nevertheless, well-defended fortifications 

protected by integrated machine-gun and artillery fires gave the Russians 

the overall tactical advantage against any frontal assault. 

Russian operational security remained poor, and the Germans 

quickly learned of Rennenkampf’s preparations. Radio intercepts of 

uncoded transmissions and air reconnaissance revealed much about the 

Russians’ troop emplacements and tactical intentions. Having pieced 

together a reasonably accurate picture of the battle ground, Hindenburg 

32
and Ludendorff aimed to trap and destroy Rennenkampf’s army before it 

could escape back to Russia.

The High Command’s plan was similar in concept to that used at 

Tannenberg. With its left flank protected by the Baltic Sea, Eighth Army’s 

operational scheme involved a fixing attack into the Insterburg Gap and a 

turning movement to encircle the Russians from the southwest. Ludendorff 

assigned four corps — XXth, XIth, 1st Reserve, and Guard Reserve — 

to make the frontal attack into the Insterburg Gap. Despite Francois’ 

haughtiness and previous record of disobedience, the High Command 

designated him to lead the main effort in attacking the Russians’ exposed 

left flank, which might lead to Russian paralysis and mass surrenders as 

had occurred at Tannenberg. Ludendorff ordered Francois’ own I Corps, 

along with General August von Mackensen’s XVII Corps, the 3d Reserve 

Division, and two cavalry divisions to conduct the turning movement. I 

Corps was to maneuver south through the defiles of the southern lakes to 

strike northeast, while XVII Corps and the cavalry attacked through the 

mile-wide Lotzen Gap. Ludendorff assigned a third force of two and a 

half divisions under command of General Baron Colmar von der Goltz, a 

renowned military theorist, to guard Francois’ flank and prevent Russian 

interference from the south.

As on many previous occasions, Francois and Ludendorff 

quarreled vehemently over the plan. This time the two argued over the size 

of the two main assault forces. Because rugged terrain would separate the 

two wings, Francois complained that his force should be stronger if it were 

to deliver the decisive blow. But Ludendorff overruled his subordinate’s 

objections, because he had concluded that the narrow defiles around the 

lakes would restrict movements of a large mass of troops. A stronger 

holding force was also necessary to protect Eastern Prussia if the Russians 

struck east before Francois’ maneuvers were complete. Francois could 

not persuade the chief of staff to change his mind, and left headquarters 

unsatisfied but determined to make the best use of his forces.

The Germans hoped for a speedy defeat of Rennenkampf’s forces 

before the Russians could reinforce their front or reconstitute Second Army. 

Eighth Army marched from the Tannenberg area beginning on August 29 

and concentrated at the Insterburg Gap and Masurian Lakes. After four 

days of reorganization in forward assembly areas, the army thrust eastward 

on September 5th. In two days’ time the four corps assigned to the fixing 

attack had drawn opposite the Russians north of the Masurian Lakes. 

33
On the southern flank, Francois quickly maneuvered his forces 

through the Johannisburg Forest and pushed toward the central region of 

the Masurian Lakes. On September 7th, Major General Curt von Morgen’s 

veteran 3rd Reserve Division, covered by sharp artillery barrages, dispersed 

two Finnish rifle regiments guarding the village of Bialla. Francois pressed 

his forces forward and by late evening, I Corps’ 1st and 2nd Divisions 

had arrived in the vicinity of Arys, 15 miles northeast of Bialla. At dawn 

on September 8th, I Corps attacked the town. Artillery pounded enemy 

positions as 2nd Division struck the town from the west. Advancing over 

its peacetime training grounds, 1st Division assailed the Russian flank 

from the south. By mid-morning Francois’ troops had routed six Russian 

battalions and captured 1,000 prisoners. I Corps scarcely paused after the 

battle before marching northward.18 

Francois next directed Morgen’s men to capture the town of Lyck, 

20 miles northeast of Bialla, to widen further the envelopment. III Reserve 

Division repeatedly assaulted the Russians’ flanks on September 9th, but 

could not dislodge the defenders. The Germans renewed their onslaught 

at dawn the following morning; the combination of artillery and fierce 

infantry attacks drove the enemy from the town. Morgen’s victory cleared 

the German right flank and allowed the aggressive Francois to turn his 

attack northeastward toward the Russians’ exposed wing in the central 

Masurian Lake region. 

On Francois’ left flank, General Mackensen’s XVII Corps surged 

through the Lotzen Gap but was stopped cold in front of the Russian II 

Corps’ trenches. The Germans attacked repeatedly throughout the day but 

made no headway. Lack of maneuver space between the lakes prevented 

Mackensen from using his two cavalry divisions to probe for and attack 

weak spots in the Russian defenses. The fighting died down for the night, 

but Mackensen planned to renew his offensive the following morning, 

once Francois’ corps came up to support the action.

News of the fighting in the south had a sobering effect on 

Rennenkampf’s headquarters. The location of the attacks raised the very 

real prospect that the Germans intended to envelop First Army’s left 

flank. Rennenkampf had not prepared any detailed contingency plans 

to face such a situation. Moreover, both the Army Commander and his 

superior at Northwest Front continued to believe enemy deception 

broadcasts describing plans to attack through the Insterburg Gap. 

General Rennenkampf, however, lacked the means to verify actual 

34
enemy dispositions around Lotzen because the Army’s cavalry division, 

originally posted on the Russian far left flank as a screening force, had 

been reassigned earlier that day. 

Unable to ignore the risks posed by a sizable enemy force on his 

flank, Rennenkampf prematurely committed his two reserve divisions to 

reinforce the troops around Lotzen. By nightfall, the strengthened Russian 

line still held the Germans at bay. But without cavalry to warn them, the 

Russian II Corps could not know that a second German force was about to 

strike them from an unexpected direction.19

Attacking just prior to dawn on the 9th, Francois’ I Corps 

surprised and routed the Russian divisions facing XVII Corps. In what 

was quickly becoming standard procedure in I Corps, artillery pummeled 

Russian entrenchments while the infantry enveloped the enemy’s open left 

flank and rear . The shock and weight of I Corps’ attack demoralized the 

four defending Russian divisions, which quickly broke and fled in great 

disorder. Francois’ men captured 5,000 prisoners and 60 artillery pieces. 

Over four days, Francois’ turning force had marched 77 miles, fought on 

two of those days, and succeeded in turning the Russian left flank. With 

his right flank secure and the road clear for the XVII Corps, Francois 

maneuvered his troops to cut off the Russian First Army from home.20 

With its forces fully concentrated and Francois’ sweep north 

beginning to pick up steam, Eighth Army launched a full scale assault 

across Rennenkampf’s entire front. Preceded by heavy artillery barrages, 

three German corps stormed Russian fortifications inside the Insterburg 

Gap. The Russians withstood the bombardments and repulsed successive 

German attacks. Fighting lasted past nightfall, but the Russian line 

remained solid. While the battle raged in the Insterburg Gap, I and XVII 

Corps vigorously pursued the remnants of the Russian II Corps in the 

south. I Corps rapidly pressed north to seal off the enemy from its base at 

Kovno, deep in the Russian rear. I and VIII Cavalry Divisions preceded 

the Corps’ advance to cut the road to Kovno. 

The Russians Break

Although his forces still held firm at Insterburg, Rennenkampf 

lacked any troops to meet Francois’ thrust from the south. Under enormous 

pressure to avoid another military debacle, he ordered a general retreat for 

early on September 10th. Under cover of darkness each Russian corps 

35
withdrew from its positions and began forced marches toward Kovno. 

Fighting in the south had pushed the Russian defensive front into a 

rough semi-circle. Ironically, this disposition actually aided the retreat as 

the Russians extracted their soldiers faster along interior lines than the 

Germans could maneuver to attack on the perimeter’s exterior.21

The German high command received its first reports of the 

Russian retreat the same morning. An air reconnaissance plane flew over 

the main defensive area and reported that “the principal Russian positions 

were only feebly occupied or not occupied at all.” Elated by the news, 

Hoffman and Ludendorff concluded that “Rennenkampf did not mean 

to resist the attack” nor “even intended (to make) a serious stand.” The 

German high command, however, had underestimated Rennenkampf, who 

had no intention of letting his enemies pull off another Tannenberg. The 

Russian commander ordered a counterattack to slow the German advance 

and allow for the extraction of his troops. Two divisions, one each from 

the Russian IV Corps and II Corps, struck the center of the German line 

between Nordenburg-Augerburg. The unexpected blow staggered German 

XX Corps. Heavy losses forced the corps to assume the defensive for the 

next two days.22

The Russian counter-attack changed the battle’s tempo and caused 

the Germans to alter their tactical plans. Despite wireless intercepts, the 

German high command allowed itself to be “misled” about the nature of 

the counterattack. Failing to recognize the attack as a cover for the Russian 

withdrawal, Ludendorff worried about a gap that had developed between 

XX and IX Corps in the German front. Just as he had following I Corps’ 

assault on Usdau, Ludendorff became overcautious and altered the path of 

Francois’ turning movement. Instead of a deep penetration to cut Russian 

lines of communications, the German high command opted for a more 

shallow envelopment of the enemy’s two counterattacking divisions. 

For once Francois chose to obey his orders without a confrontation 

and redirected the bulk of his command toward the Russian flanks. I 

Corps and XVII Corps turned north and west of the Rominten Forest and 

prepared to attack.23 The German attack slammed into the Russian flank. 

Outnumbered and out-flanked, the counter-attacking Russians fought 

desperately to gain time for the Army to escape. Fighting seesawed along 

the northern edge of Rominten Forest and degenerated into a series of small 

unit engagements. Although shattered by the fighting, the Russian division 

had successfully covered the withdrawal of the main body. During the next 

36
forty-eight hours, vigorous German assaults annihilated the remainder of 

the Russian counter-attack force.24

Late on September 12th, the Germans began their pursuit of 

Rennenkampf’s main body, but by that time the opportunity had passed. 

Francois’ I Corps spearheaded Eighth Army’s pursuit of the Russians for 

the next week. Plagued by losses, supply problems, and sheer exhaustion, 

Francois’ divisions could not maintain the momentum of the pursuit. By 

the 13th, the Russians had crossed to the safety of a fortified line behind 

the Nieman River.25

Fruits of Victory

Ludendorff later judged the first battle of Masurian Lakes to be 

a “decisive engagement.”26 Operational and tactical results were indeed 

impressive. The Eighth Army had driven a second enemy army from its 

territory. Russian losses amounted to 125,000 men (including 45,000 

prisoners), 150 artillery pieces, and over half of First Army’s transportation 

assets. (At war’s end, in 1918, Rennenkampf would be executed by the 

Bolsheviks.) More importantly, the double battles of Tannenberg and 

Masurian Lakes established the framework for subsequent operations on 

the Eastern Front. Unlike the stagnant trench warfare of the Western Front, 

combat in the East involved mobile maneuver against enemy flanks, just 

the sort of operations underwritten by German doctrine and leadership 

practices. Led by audacious combat leaders like Francois, the Germans 

excelled at this type of warfare.

The I Corps’ operations during the East Prussian campaign played 

a decisive role in the outstanding success of Eighth Army – a success that 

laid the foundation for Hindenburg and Ludendorff’s later rise to power 

as de facto leaders of the German state. Fiercely determined to seize and 

hold the initiative, the corps achieved both physical and moral superiority 

by capitalizing on Russian lapses, notably poor security and lack of mutual 

support between their armies. Using information gained from uncoded 

Russian radio transmissions, the Germans attacked along the line of least 

expectation. The timing, tempo, and surprise of continuous attacks from 

unexpected directions demoralized the Russian command, leading to the 

destruction of Second Army at Tannenberg and First Army’s retreat back 

into Lithuania.

37
Besides serious Russian operational and tactical errors, two other 

factors contributed to I Corps’ success. The first was doctrine. Doctrine 

provided the corps’ leaders with an intellectual framework from which to 

evaluate situations, make decisions, and take action. German doctrine was 

opportunistic in its emphasis on finding and attacking enemy vulnerabilities. 

Francois’ operational turning movements and the numerous occasions 

where subordinate division commanders used tactical envelopments to 

strike exposed Russian flanks underscore this point. Mission oriented 

orders further encouraged tactical flexibility and local leader initiative.

A doctrine that encouraged independent judgment underwrote 

General Francois’ command style, the second factor in German 

success. Francois remained the unsung hero of both Tannenberg and the 

Masurian Lakes. His aggressive leadership played a key role in closing 

the ring of iron around Samsonov’s army at Tannenberg and forcing the 

Russian First Army to abandon its positions around the Masurian Lakes. 

Despite his qualities as a combat leader, however, he did not last long 

on the Eastern Front. Francois’ antagonistic personality proved to be his 

undoing. Besides his haughty attitude, Francois’ repeated disagreements 

and disobedience of orders during the campaign had first undermined 

the high command’s confidence in his judgment. Shortly after Masurian 

Lakes, he quarreled again with Ludendorff, who could no longer tolerate 

the corps commander’s habitually confrontational behavior. Francois was 

transferred to another corps on the Western Front, where he served until 

retirement in 1918. Unfortunately, Francois never truly understood that all 

leaders must also follow — especially in wartime. 

I Corps’ operations directly influenced the outcome of the campaign 

by achieving physical and psychological effects out of proportion to 

size. As Napoleon, a true maestro of decisive maneuver, aptly observed, 

“Moral force, rather than numbers, decides victory.”27 I Corps operations 

during the Tannenberg campaign are worth serious study for those military 

professionals interested in how an outnumbered force can achieve decisive 

results, not through massive firepower but through decisive maneuver.

In the double battles of Tannenberg and Masurian Lakes the 

Germans successfully drove the Russians from East Prussia, its operational 

objective. And yet for all its tactical and operational merits, the German 

victory was in the final analysis incomplete. German casualties were very 

heavy — 100,000 out of the 250,000 actually engaged. At the strategic 

level the Russian offensives successfully caused the Germans to draw 

38
off forces that might have played a decisive role in the west. Nor did 

German operations force the Russians to capitulate. Achieving a decision 

in neither the East nor the West in 1914, doomed Germany to fight a twofront war that it could ill afford. Thus, the central lesson of the campaign, 

which was not appreciated at the time, appeared to be about the linkages 

between strategy-operational art and tactics. While operational and tactical 

virtuosity may win battles, they cannot substitute for sound strategy. The 

Germans would learn and relearn this lesson again throughout the First 

and Second World Wars.

39
Notes

1 Dennis Showalter, Tannenberg: Clash of Empires (Hamden, CT: Archon, 1991), 117-121. The Germans originally calculated the strength of a corps 

based on the number of men that could move along a single route and fight in the 

same day: approximately 30,000 men. Acquisition of modern weapons and ammunition, especially in the artillery arm, led to an increase in size of over 40,000 

men in 1914, a force too large to move over a single road.

2 Showalter, 121-123; Martin Samuels, Doctrine and Dogma: German 

and British Infantry Tactics in the First World War (Westport, CT: Greenwood 

Press, 1992), 59-72, 83-96; Bruce Gudmundsson, Stormtroop Tactics: Innovation 

in the German Army, 1914-1918 (New York: Praeger, 1989), 17-26.

3 Showalter, 155; Barbara Tuchman, The Guns of August (New York: 

Macmillian, 1962), 271.

4 Jehuda L. Wallach, The Dogma of the Battle of Annihilation: The Theories of Clausewitz and Schlieffen and Their Impact on German Conduct of the 

Two World Wars (Westport, CT: Greenwood Press, 1986), 153-156.

5 Helmuth von Moltke, Jr, quoted in W. Bruce Lincoln, Armageddon: 

The Russians in War and Revolution, 1914-1918 (New York: Simon and Shuster, 

1986), 66.

6 Showalter, 153-162; Vincent J. Esposito, ed., The West Point Atlas of 

American Wars, Vol II (New York: Praeger, 1959), 15-18.

7 T. Dodson Stamps and Vincent J. Esposito, A Short History of World War 

I (West Point, NY: USMA, 1954), 8-9, 15-23, 100-101.

8 Hermann Von Francois quoted in Lincoln, Armageddon, 66.

9 Hoffman accepted the idea of a spoiling attack but objected to its timing. 

Prittwitz’s operations officer believed that XVII and I Reserve Corps would not 

be able to move forward fast enough to make a coordinated assault with Francois’ 

troops. Espositio, The West Point Atlas of American Wars, 16; Showalter, 169-

170.

10 Francois quoted in Lincoln, Passage through Armageddon, 74-75.

11 Erich von Ludendorff, Ludendorff’s Own Story, Vol. 1 (New York: harper & Brothers Publishers, 1929), 59-60; Hoffman, War of Lost Opportunities, 28-

29.

12 Showalter, 237-238.

13 Francois quoted in Lincoln, Passage through Armageddon, 74-75.

14 Hoffman, 29.

15 Winston S. Churchill, The Unknown War: The Eastern Front (London: 

Thornton Butterworth Ltd, 1931), 210.

16 Stone, The Eastern Front, 68.

40
17 Helmuth von Moltke (the younger), Chief of the German General Staff, 

had withdrawn these units from the German right wing when it appeared the Russians would push the 8th Army across the Vistula River during the war’s opening 

days. The Chief feared that 8th Army would not be able to stop the Russian offensive before the war in the West was won, making forces available for the East. 

In retrospect, Moltke’s actions appear premature and rash. Both Ludendorff and 

Hoffman criticized Moltke’s decision and at one point indicated the troops were 

unneeded. Despite their feeble protestations to the contrary, Ludendorff and Hoffman put the troops to good use during the battle around the Masurian Lakes. On 

Moltke’s decision and 8th Army’s reactions see: Hoffman, Lost Victories, 34-35; 

Robert B. Asprey, The German High Command at War (New York: William Morrow & Co, 1991), 78-79; Ludendorff, 69.

18 Edmund Ironside, Tannenberg: The First Thirty Days in East Prussia 

(Edinburgh: William Blackwood and sons, 1925), 233-236.

19 Stone, 67-68; Girard L. McEntee, Military History of the World War 

(New York: Charles Scribner’s Sons, 1937), 107-108.

20 Churchill, 212-213; Stamps and Esposito, 106-107.

21 Stone, 68.

22 Hoffman, 37-38; Ludendorff, 77-78; Stamp and Esposito, 106-107.

23 Hoffman, 39; Ludendorff, 77.

24 Ironside, 245-248.

25 Stone, 68-69; Churchill, 215-216; Asprey, 89.

26 Ludendorff, 78-79.

27 David G. Chandler, The Campaigns of Napoleon (New York: MacMillan Publishing Co., 1966), 155.

41

Chapter 3

“Lighthorse!” The Australians Take Beersheba 

by

Colonel Richard D. Hooker, Sr., USA (Retired)

Few now remember Lieutenant General Sir Harry Chauvel 

GCMG KCB, the first colonial officer ever to command a 

British Army Corps. A native Australian and career officer 

in the tiny Australian defense force, Chauvel commanded 

mounted troops in the Boer War and an infantry division 

at Gallipoli. After Gallipoli he commanded the Anzac 

Mounted Division. In 1917, under General Sir Henry 

Hyman Allenby, he was promoted to command the Desert 

Mounted Corps — the largest mounted force ever fielded 

in British history. A master of mobile warfare, Chauvel 

combined a careful husbanding of men and horses with 

the ability to stake all for victory. At Beersheba he took 

and passed his toughest test in a career filled with success 

in battle command.

If 1916 had been a bad year for the Allied forces on the Western 

Front, 1917 had been no better. Now, in the early summer of 1917, the 

French Army lay exhausted and mutinous, the Russians stood on the 

brink of collapse, and a crippled British army huddled in its trenches 

with little hope for victory on the 400-mile-long Western Front. The 

British government required some success, some victory, to sustain the 

Commonwealth through the difficult times that lay ahead. Before the year 

was out, Britain would score a glittering victory in Palestine, led by a gruff 

commander named “Bull” Allenby and by the dashing Australian Light 

Horse. The battlefield was named Beersheba, and the stakes were nothing 

less than control of the entire Middle East. 

A Failed Beginning

To date, the Middle East had reprised the failures on the Western 

Front. The defeat at Gallipoli Peninsula in 1915 loomed large in the minds 

of the British War Cabinet. Here the Turks, inspired by the redoubtable 

Mustafa Kemal and commanded by the brilliant German General Liman von 

43
Sanders, inflicted a crushing defeat.1

 In Mesopotamia as well, a promising 

campaign had given way to disaster when General Townshend’s campaign 

to take Baghdad ended in surrender for 9,000 troops at Kut el Amara in 

April 1916. Although General Maude eventually captured Baghdad in 

March 1917, the memory of the surrender at Kut was not forgotten by 

the British Army, which viewed it as a blot on their military record, and 

the event gave immense prestige to the Turks amongst neighboring Arab 

countries.

Palestine was a region then belonging to the Ottoman Empire. To 

the north was Syria, to the east and southeast the vast deserts of the Nejd 

and Hejaz, home to Prince Faisal’s Arab army and his British adviser, T.E. 

Lawrence. To the south the Sinai desert lay between Palestine and Egypt, 

another large, almost waterless tract. The frontier ran from Rafah inland 

from the Mediterranean to the Gulf of Akaba, on the Red Sea. The region 

inland from the coast was uninhabited except by desert Bedouin.

In early 1917, things were not going well for the British on the 

Palestine front. General Sir Archibald Murray, the Commander of the 

Egyptian Expeditionary Force (EEF), was headquartered in Cairo’s Savoy 

Hotel, 300 miles west of his combat force, the Eastern Force Command 

on the Egyptian-Palestinian frontier. After a notable success in halting the 

Turks at Romani, just short of the Suez Canal, Murray’s forces had inched 

forward into Sinai, building a railroad as they went to supply the water 

without which campaigning in Sinai was virtually impossible. Tasked 

by London to drive the Turks to the north, he ordered his Eastern Force 

Commander, Lieutenant General Sir C. M. Dobell, to attack the Turkish 

line, now established along a 35-mile front from Gaza on the coast to 

Beersheba, a desert oasis to the east, just south of the Judean foothills. 

Murray had been a capable peacetime staff general, but he 

would be found wanting in the drive to take Gaza. Though an excellent 

administrator and logistician like Ian Hamilton in Gallipoli he would 

reveal fatal flaws as a combat general. Murray saw the capture of Gaza 

as the first objective, followed (it was hoped) by an eastward thrust to 

roll up the Turkish line ending at Beersheba. Then the advance northward 

would continue. Gaza itself, on the main coastal road, was well-fortified 

by the Turkish Eighth Army, commanded by the German Lieutenant 

General Friedrich Kress von Kressenstein. In May of 1917 Murray’s force 

consisted of only three territorial (reserve or home guard) infantry divisions 

of indifferent quality, and the Desert Mounted Corps (DMC), consisting 

44
of Australian “light horse” or mounted infantry, New Zealand Mounted 

Rifles, and British Yeomanry (territorial cavalry).2 The Turkish-German 

force at the same time included three divisions in southern Palestine and 

some 4,000 Bedouin irregulars, armed with modern rifles. Though slightly 

outnumbered, with their defenses only partially completed, the Turks and 

their German advisers were formidable opponents in static defense.3 Most 

importantly, they controlled the only large water supplies between the 

Suez Canal and Jerusalem.

Murray failed badly in the First Battle of Gaza but his bulletins 

to the Imperial General Staff sounded more like a victory than a defeat, 

and he was therefore instructed by London to try again. A second attack in 

April failed again, a bitter setback which cost 6,000 men while inflicting 

only 2,000 Turkish casualties. As at Gallipoli, the Turks in defense were 

resolute opponents, British generalship was sadly lacking, and the troops, 

who fought well, were required to pay a painfully high price for little gain. 

Clearly it was time for Murray to go. Searching about for a general 

with drive and initiative, the War Cabinet selected General Edmund 

Allenby, the Third Army commander in France. Known in army circles as 

a bluff, strict disciplinarian, Allenby got on poorly with Field Marshal Sir 

Douglas Haig, the British Commander-in-Chief in France, but had shown 

dash and flexibility at Arras in the spring of 1917.4 Haig did not hide his 

dislike of Allenby, considering him unfit for high command, and routinely 

did his best to ignore him in the company of other army commanders 

and more favored generals. When advised that he was being relieved of 

his command and would return to England, Allenby was convinced that 

Haig’s antipathy had just ended his army career. He could not know that 

glory lay just ahead.

In England Allenby was summoned to meet first with the Chief 

of the Imperial General Staff, Field Marshal Robertson, and then with the 

Prime Minister, who informed him of his selection as commander of the 

EEF. His orders were brief and direct: take Jerusalem by Christmas as a 

“present to the British nation.”5

 Denied a short leave in England, Allenby 

departed in late June 1917 for Egypt. 

Allenby, in his late fifties, was noted for his size, physical 

strength and courage, but it was his short temper that had made him 

famous. Known throughout the army as “Bull,” he often exploded when 

things were not to his liking, which was often. Minor infractions (i.e., 

45
not fastening a chinstrap, not wearing socks) were a sure invitation to 

corrective action. This habit worsened, along with his temper, as he rose in 

rank. There was considerable apprehension in army circles, therefore, that 

his appointment would not sit well with the famously casual Australians 

and New Zealanders. The apprehension was misplaced. Bull Allenby was 

a hard driver and a tireless man, but he was also intelligent, willing to 

take chances, and now able to run his own show without Haig looking 

over his shoulder. The unimpressive EEF of the spring of 1917 would be 

transformed into his instrument of victory before the end of the year, and 

the Anzacs would be his primary weapons. 

Allenby inherited Murray’s original force, but also brought 

reinforcements which raised his command to a field army of three corps: 

the XX Corps, the XXI Corps, and the romantically-styled DMC, plus 

supporting arms and services, including better aircraft and more heavy 

artillery.6

 The DMC, his mobile force, included the Australian Mounted 

Division (formerly the Imperial Mounted Division), the Anzac Mounted 

Division (which included the large New Zealand Mounted Rifles brigade), 

and the Yeomanry Division. A colorful but important unit was the Imperial 

Camel Corps, a brigade-sized force of four battalions mounted on camels. 

The Anzac and Australian Mounted Divisions were essentially mounted 

riflemen, trained to move on horseback but generally fighting dismounted, 

while the Yeomanry Division was true British cavalry armed with swords. 

Though tough and experienced, the Australians and New 

Zealanders had known plenty of defeat and disappointment at Gallipoli 

before returning to Egypt to be reunited with their beloved horses. As 

mounted troops, they excelled in desert campaigning. Romani had given 

a foretaste of what they could do. Pitched battles at Magdhaba and Rafah 

leading up to Gaza had also shown their worth. It now remained to be seen 

what might be accomplished with a full corps of mounted troops in the 

great gamble to take Gaza.

Jerusalem was the “prize,” but how to get there? Gaza had now 

twice rebuffed attempts to take it frontally. There had to be another 

way. Lieutenant General (later Field Marshal) Sir Philip Chetwode, 

the commander of XX Corps and a brilliant planner, now created in 

concert with Brigadier Guy Dawnay (who had also planned the Gallipoli 

operation), a plan which turned the original conception into something 

quite different. The previous Gaza attacks had been frontal assaults up the 

coastal highway, aiming to turn the Turkish positions to take Beersheba, 

46
with its invaluable wells, from the west. Chetwode and Dawnay turned the 

plan around. Gaza would be threatened first, with a prolonged and heavy 

bombardment. 

But this time Beersheba would be the main effort, with the infantry 

divisions from XXI Corps holding the Gaza Turkish forces in place, XX 

Corps pinning the Beersheba defenders in place, and the DMC swinging 

around and behind the Turk’s left flank, seizing Beersheba and its wells.7

It was all a question of wells, since the mounted force would have to move 

from its assembly areas, cross many miles of desert at nightfall, and then 

fight at dawn. The attack on Beersheba would mean up to 36 hours without 

water for the DMC and its thousands of horses — a challenging feat. Then, 

with little rest, the force would drive westward behind the Turkish lines 

towards the coast to cut the line of retreat from Gaza as the Turkish defense 

crumbled. 

If Jerusalem was the prize, then Gaza was the gate through which 

the EEF must pass to get there, and Beersheba the key to the gate. Allenby 

approved the plan almost as soon as he digested it, for it fit his conception 

of mobile warfare in a way foreign to the high command in France. Now 

on his own, Allenby was to show that he was a formidable and adaptable 

soldier in independent command.8

A major problem, however, was the poor condition of Allenby’s 

force. Headquartered in Cairo, the EEF under Murray was despised by the 

Eastern Force Command and vice versa. Allenby immediately saw that 

attempting to do anything from hundreds of miles away was impossible. 

He soon transferred his headquarters to the Palestinian front, put it in 

tents, deactivated the Eastern Force Command headquarters, and began a 

whirlwind schedule of visiting units and staffs. The effect was electric, the 

troops transformed into soldiers sure they were at last on a winning team. 

Throughout the summer Allenby worked to rebuild his staff with 

officers previously known to him in France. One great asset was a brilliant 

intelligence officer with the very Teutonic name of Meinertzhagen. Major 

Richard Meinertzhagen (actually of Danish extraction) came from the War 

Office to Egypt while Murray was still in command. His disenchantment 

with Murray and the whole EEF enterprise hardly made him unique. 

Dawnay, who was to play the key planning role as Allenby’s Deputy Chief 

of Staff, was bitter about the senior leadership prior to Allenby’s arrival as 

47
well. Meinertzhagen, upon meeting Allenby (who made it his practice to 

visit every office and every officer in his headquarters), observed:

“Was introduced to Allenby, to whom I talked on 

intelligence matters for a while. My word, he is a different 

man to Murray...His manner is brusque almost to the 

point of rudeness, but I prefer it to the oil and butter of 

the society soldier...the Egyptian Expeditionary Force is 

already awakening from its lethargic sleep under Murray, 

and I am happy to say that GHQ will shortly move into 

Palestine....”9

Meinertzhagen, a renowned ornithologist with long military 

service in East Africa before the war serving with the King’s African 

Rifles, determined that absolute surprise was out of the question. Obvious 

logistics preparations — ammunition dumps, water lines — could not be 

hidden from the Turko-German forces, which at this point still possessed 

capable reconnaissance aircraft, command of the air, and Arab spies in 

considerable numbers. The problem was how to mislead the enemy as 

to the timing and direction of the main attack. It would be necessary to 

convince von Kressenstein that the opening attack on Beersheba was only 

a feint, and that the British would once again attempt to batter down the 

Gaza gate before seriously threatening Beersheba. As events would show, 

the eccentric Major Meinertzhagen was equal to the task. 

Preparing an elaborate deception plan, Meinertzhagen’s intelligence 

staff worked hard to persuade the Turks (who were providing the fighting 

men and most of the junior officers) and Germans that there was going 

to be another frontal attack on Gaza. Beersheba would be threatened, but 

not by major forces. Intercepted British signals in the weeks prior to the 

offensive, now planned for late October, clearly indicated another Murraytype push. In the latter stages of preparations, forces being repositioned 

away from Gaza for the Beersheba effort left their tents in position and 

their lines lightly manned, barbed wire in place, fires lit at night — all the 

apparent evidence of forces remaining in position for a major attack up the 

coastal road. German aircraft were carefully allowed only to fly into areas 

that Allenby wanted them to see. Now that the British had control of the 

air (Allenby had obtained new aircraft that outperformed the old German 

airframes) this task was not difficult.

48
Now Meinertzhagen carried out his most masterful ploy. He put 

together some false papers, quite authentic-looking, indicating the wrong 

positions for Allenby’s main formations, the wrong direction for the 

main attack, and a date somewhat later than the one finally chosen. This 

information was transmitted to other units in code (which Meniertzhagen 

knew the Turks could read), and when he knew the Turks had the 

information (carefully correlated with other messages) he was ready for 

the main intelligence stroke. He had his sister Mary (in England) write a 

letter to an imaginary husband, serving on Allenby’s staff, announcing the 

birth of their child. He then constructed the imagined persona by means 

of forged documents including a notebook containing observations and 

messages, an agenda for a meeting at Allenby’s headquarters, cryptic 

notes about a code, and a fake order for an attack on Gaza. He stuffed 

all the papers in a haversack, which he carried on an apparent mounted 

reconnaissance of Turkish positions near Beersheba. 

Nearing Turkish lines, he contrived to be spotted by a Turkish 

patrol, which gave chase, but then stopped. Meinertzhagen wheeled around, 

fired a couple of shots at them, insuring they would resume the chase, and 

then succeeded in dropping his rifle, other equipment and the haversack 

of documents — quite authentic-looking, spattered with blood (not his, 

but his horse’s), which taken together clearly indicated that the impending 

attack was going after Gaza and any operations in the Beersheba area were 

to be a feint. The Turko-German leadership was convinced. The reserves 

behind Gaza remained in place and Turkish preparations moved towards 

the coast, but with less urgency.10

Now the plan began to take on its final form: first, a preliminary 

bombardment followed by a feint at Gaza by XXI Corps (under Lieutenant 

General E.S. Bulfin)11 to fix the Turks’ attention there; second, the assault 

on Beersheba by XX Corps (with Chetwode again in command) and the 

DMC (Australian Lieutenant General Sir Harry Chauvel Commanding); 

third, the rapid thrust westward behind the Turkish line to seize Gaza from 

the rear. In the final phase of the battle, the horsemen of the DMC would 

attack behind the enemy’s left flank in the Judean foothills, aiming for 

the higher ground at Hureira and Tel es Sheria. From there, as XXI Corps 

assaulted Gaza from the south, the Mounted Corps would ride straight for 

the coastal road and cut off the Turks as they attempted to fall back.12 

49
Though simple in concept, the plan was maddeningly complex 

organizationally, logistically, and tactically, requiring seamless 

coordination, flawless navigation across the desert at night — and a 

fair amount of luck. The Turks and von Kressenstein were not the only 

enemies; the desert and the lack of water for the DMC were, as everyone 

knew, a huge gamble. If Beersheba and its wells were not taken quickly 

the Mounted Corps would in a matter of hours be the Walking Corps, for 

the distance to be covered in the approach to Beersheba would test the 

Australian horses as never before. Unless the wells were taken at the first 

go, the horses would have to be withdrawn at once or face death from 

dehydration, followed shortly thereafter by the troops. 

Desert transportation in 1917 did not mean, except in rare 

instances, vehicle transportation. It meant camels and horses. The horses of 

the Australians were unique. They were bred in New South Wales (hence 

the name “Walers”) from exported English racehorses which had failed in 

racing competition in England. The breeding stock was therefore acquired 

very cheaply, but their offspring was ideal for the brutal conditions in the 

desert. They were compact, courageous, and had astonishing endurance, 

existing on less than 10 pounds of grain a day and watering only once 

in 36 hours.13 Some could double this watering period and still perform 

adequately as mounts. Thus, for what was to come in the planned operation 

against Beersheba, the Australians were mounted on the finest animal 

transportation of the time.

On October 26th, Meinertzhagen’s deception having apparently 

succeeded, the troops moved into their assembly areas by night, leaving 

their former camps and bivouacs with enough activity, lights, and dummy 

figures to simulate continued occupation. A reconnaissance screen was 

pushed forward to push back enemy patrols and allow engineers to do 

their vital work of extending the railhead from Rafa to Karm. Although 

some bitter local engagements resulted, these patrols maintained security 

and the impending attack on Beersheba was not revealed.

On the 27th, XXI Corps and naval forces offshore began the 

artillery bombardment of Gaza. It was to continue for five days, while 

XX Corps and the DMC began to edge towards Beersheba in a series of 

night marches. Element by element, the 40,000 man formation pressed 

forward, halting each day in oven-hot, fly-blown wadis for night to fall 

before moving again. Just before daylight on the 31st, the bombardment 

of Beersheba began. Allenby had succeeding in repositioning the entire 

50
DMC from the left to the right of his extended line without the enemy 

knowing it. The failure to keep track of the horsemen, always the EEF’s 

main striking force, would spell defeat on a grand scale for the unlucky 

Turks and their German masters.

Map 3. Beersheba: Third Battle of Gaza, 31 October 1917.

The general plan for the Battle of Beersheba was for the divisions 

of XX Corps to draw off the main strength of the defenders by attacking 

west of the city against its outlying defenses. Then, the DMC would 

attack from the southeast and east to crush the defenders and seize the 

town. The four divisions of the corps14 stepped off at first light following 

the bombardment, but progress was slow in the stifling heat and rocky 

wadis. The leading battalions of the 60th Division15 advanced about 0830 

hours from the south of the town. The DMC, less the Yeomanry Mounted 

51
Division screening between the two infantry corps, had moved up from 

Asluj (the last position with water, about 26 miles from the attack positions 

east of Beersheba) the night before and began its advance from the east 

and southeast under artillery airbursts shortly after 0900 hours. It was to 

be a long day.

The two mounted divisions present that day, the Australian and 

Anzac Mounted Divisions, were extremely mobile but weak in firepower. 

A brigade of Light Horsemen, for example, could put only 800 rifles in the 

firing line16 and possessed only a single battery of horse artillery (firing 

shrapnel only, not high explosive).17 Though each brigade also boasted a 

machine gun squadron of 12 guns (mounted for movement and capable of 

very rapid emplacement on the ground), the power of the Australian Light 

Horse and New Zealand Mounted Rifles lay in their superior mobility, 

outstanding marksmanship, and experienced troopers and leaders. The 

Anazac Mounted Division was formed from the 1st and 2nd Australian 

Light Horse Brigades and the New Zealand Brigade. Its sister formation, 

the Australian Mounted Division, was composed of the 3rd and 4th 

Australian Light Horse Brigades and a brigade of British Yeomanry, the 

5th Mounted Brigade.

Throughout the long morning the Turks and their German 

advisers resisted stubbornly. The defense centered on the Turkish 27th 

Division, reinforced by elements of the 16th and 24th Divisions. Buoyed 

by the belief that the British attack was little more than a ruse, the Turks 

fought confidently and British progress was slow. At 1215 hours General 

Chetwode launched his main attack with four brigades and by early 

afternoon the western approaches were in British hands. The infantry had 

done its job. Now all eyes turned to Chauvel’s mounted troopers.

Key to the eastern approaches to Beersheba was the dominating 

height of Tel el Saba. Garrisoned by a strong advanced detachment of 250 

infantry and 12 machine guns, well supported by artillery, it commanded 

the plain leading to the town from the east and southeast. At midmorning the 

Anzac Division’s New Zealand Brigade of Mounted Rifles (the Wellington, 

Auckland, and Canterbury Mounted Rifle Regiments) advanced on the 

Tel, unaware of the strength of the dug-in defender. Approaching along 

the Wadi el Saba from the east, they crept to within 600 meters of the 

Tel when a bend in the wadi exposed them to a withering fire. Soon the 

New Zealanders were in trouble and at 1300 hours, Chaytor, the division 

commander, sent in the 1st Light Horse Brigade. Riding fast, the light 

52
horsemen dismounted only 1500 meters south of the Tel and began to 

attack on foot from the south, but they too stalled under the sharp fire of 

the Turkish machine guns. To the north, the remaining Anzac brigade had 

ridden to take Tel el Sakety, another elevation controlling the Hebron road 

leading to Jerusalem. It had succeeded brilliantly, but now Chaytor was 

out of troops and Tel el Saba still barred the way.

Faced with this delay, Chauvel released the 3rd Light Horse 

Brigade from the Australian Mounted Division (reserved for the assault 

on the town proper) to assist in taking Tel el Saba. At 1500 hours, the New 

Zealanders, badly hurt but still very game, made a bayonet charge up the 

hill, and they and the 3rd Light Horse seized the objective. The way was 

clear to attack Beersheba. It was now 1600 hours. Ominously, however, 

little time remained for the dismounted assault that had been planned as 

the sun dipped low towards Gaza.18 

Chauvel now faced a hard decision. Watching the day’s action 

from a superb command post about four miles east of the town, he 

had been shelled by artillery, strafed by low flying aircraft, and most 

unpleasantly of all, put well behind schedule by the obstinate resistance at 

Tel el Saba. Some miles to the rear, the 5th Mounted Brigade, true British 

cavalry, lay waiting, but it would be dark before they could get into action. 

The only force ready to hand was Brigadier General Grant’s 4th Light 

Horse Brigade. Doctrine for light horse units expressly forbade cavalry 

shock action; troopers were not even armed with sword or lance and 

were untrained in mounted combat. A mounted charge against entrenched 

infantry with machine guns and field howitzers seemed desperate indeed. 

But was there a choice? 

Chauvel, famous throughout the campaign for his careful 

expenditure of the lives of his troopers and their horses, now issued his 

most famous order. Turning to Major General Hodgson, the commander 

of the Australian Mounted Division, he directed the 4th Australian Light 

Horse Brigade, comprising the 4th (Victorian) and 12th(New South Wales) 

regiments, to charge the Turkish line. His terse order was characteristic of 

the man and the troopers he led: “put Grant straight at it.” Although the 

mission seemed desperate, Grant and his troopers joyfully mounted and 

moved out. 

53
A Desperate Endeavor

“The lighthorsemen drove in their spurs; they rode 

for victory and they rode for Australia.”

Australian Official History

It was easy to see Beersheba. What lay between was a long slope 

— almost four miles — with no cover. Turkish artillery and machine 

guns waited in long trench lines before the town. Perhaps 1,200 Turks, 

supported by German machine gunners and Austrian artillerymen, lay 

waiting in trenches, sure that as always the Australians would dismount 

and come in on foot. The two regiments prepared to advance. Each formed 

into squadron frontages — three lines each in depth, the 4th and 12th Light 

Horse Regiments in front, the 11th in reserve. Now it was all or nothing. 

Grant ordered the charge. There was no question of dismounting, as was 

the usual practice; this had to be done at a gallop. As the official history 

puts it: “The 4th and 12th Light Horse gathered behind a ridge. From the 

crest Beersheba was in full view. Between the Light Horse and the town 

were the Turkish lines. The Lighthorsemen drove in their spurs; they rode 

for victory and they rode for Australia.”19

At 1630 hours, Grant signaled his regiments to advance at the trot. 

Nightfall loomed only 30 minutes away. German observers looked on in 

disbelief; sure the charge was pure bluff:

We did not believe that the charge would be pushed home. 

That seemed an impossible intention. I have heard a great 

deal of the fighting quality of Australian soldiers. They are 

not soldiers at all. They are madmen.

20

The troopers, riding under artillery airbursts a good portion of 

the way and braving heavy machinegun fire, left their rifles slung over 

their shoulders and charged with bayonet in hand as short swords. The 

brigade crested the ridgeline, with Grant and his regimental commanders 

(Lieutenant Colonels Bourchier and Cameron) leading. Very soon the 

horsemen urged their mounts to a gallop, and the commanders fell back 

to the second line to better control the charge. As the light horsemen came 

into full view, the Turks opened fire and horses began to fall. Streaming 

far ahead rode the ground scouts, charged to look for dangerous obstacles. 

Troopers O’Leary and Healey, both of whom survived unscathed, led the 

way. (O’Leary personally captured an artillery piece and its entire crew, 

54
while Healey was officially recognized as the first man into the trenches).21

A Turkish machine gun detachment, posted on Hill 1180 to the west, fired 

with great effect until silenced by the horse artillery gunners of the Essex 

Battery, who put the offending guns out of action in minutes. 

So quickly did the Australians close the range that the Turkish rifle 

fire soon became ineffective (panicked by the charge, Turkish riflemen 

failed to adjust their long range sights). At half a mile, the defenders realized 

that, unlike past practice, the Australians did not intend to dismount and 

attack on foot. It was then that the moral effect of massed cavalry, charging 

at speed and in mass for perhaps the final time in Imperial military history, 

paralyzed the defenders. 

Miraculously, the charging Australians encountered no wire. 

Vaulting the trenches, the light horsemen were in among the Turks, 

stabbing and trampling them with their chargers. For a few brief moments 

a melee ensued, and here the Australians suffered most of their casualties. 

Lieutenants Burton and Meredith of the 4th Light Horse were killed leading 

their troops over the trenches as Captain Reid, commanding a squadron of 

the same regiment, dismounted his men and began to clear the trenches. 

Riding alongside, the 12th Light Horse Regiment pressed its 

attack. Some elements were able to pass through a gap in the trench line and 

enter the town itself, where one squadron led by Captain Davies charged 

straight down the main street. Major Hyman, commanding a squadron but 

fighting with only his small headquarters element, killed sixty Turks in a 

savage trench fight while shouldering his way through to the town. Major 

Fetherstonhaugh, a brother squadron commander close by, had his horse 

killed within thirty yards of the trenches and was shot through the legs as 

he assaulted on foot.22 

As the light horsemen passed the trenches and penetrated the town, 

organized resistance collapsed. Everywhere the defenders ran, scrambling 

into the hills to the north. Although nine artillery pieces were taken, the 

pursuit came to a halt when the riders were engaged by dug-in riflemen 

and machineguns in the fading light. By dark the battle was over.23

Although the Turks attempted to destroy the wells, their efforts 

were hurried and ineffective, and Beersheba’s water was saved for the 

55
horses. Unfortunately, it was not enough, and the careful planning which, 

up to this point had worked against all odds, began to unravel. British 

engineers determined that it would take several days before the pumps on 

the Beersheba wells could raise enough water for more than two divisions, 

crucially limiting the scope of the intended operations north and westward 

from Beersheba in the race towards the coast.24

Denouement

Allenby, upon hearing the news that Beersheba was taken, had 

ordered Bulfin and his XXI Corps to mount the main attack on Gaza on 

the night of 1-2 November. Kressenstein must be made to hold his forces 

on the coast so that the Allied mounted forces could carry out their flank 

and turning movements westwards from the Judean hills and cut off the 

Turkish forces. Now, with the water supply in doubt, he was faced with staff 

recommendations that the attack be delayed until the flanking movement 

could be carried out with the forces originally intended. Although, the 

attack into the Turkish flank and rear was postponed for four days,25 the 

frontal attack against Gaza went in on schedule at 0300 hours on the 2nd 

of November.

The XXI Corps lurched forward against the stout Gaza defenses, 

supported by massed artillery and naval gunfire which had been pounding 

the Turks for days. This attack coincided with a fateful decision by von 

Kressenstein to redeploy three divisions to the east to forestall an expected 

attack up the Hebron road towards Jerusalem.26 

Allenby thought he was still facing only Kress von Kressenstein, 

but overall command of the Turko-German forces had passed to the former 

Chief of the German General Staff, Erich von Falkenhayn. Falkenhayn 

had control of Army Group F, German and Turkish forces originally 

intended for use against the British in Mesopotamia (British intelligence 

had picked up references to the force, code-named Yilderim, Arabic for 

“lightning”).27 Hearing of the loss of Beersheba and the road to Jerusalem, 

he now decided to commit his Yilderim force southward into Palestine to 

block a thrust towards Jerusalem.

Now Allenby’s forces faced mounting difficulties. The XX Corps 

and the DMC worked their way northwards against increasing resistance. 

Logistics began to break down. Chauvel and Chetwode, expected to attack 

Hureira and Tel es Sheria on November 4th, could not do so until the 6th. 

56
Allenby thereupon instructed Bulfin to make the final effort on Gaza. There 

were doubts as to whether it could be done, but Chauvel and Chetwode 

forced a gap through the Turkish lines, allowing six mounted brigades to 

break through towards the coast on the 7th.28

It was too late to cut off the enemy at Gaza. Kressenstein had 

withdrawn the night of November 6-7. Instead the British now simply 

pushed the enemy back. Falkenhayn’s Yilderim force was able to capture 

a small blocking force on the Jerusalem road, but accomplished nothing 

else. The Turko-German position was now precarious. At this point severe 

weather intervened on the enemy’s side (the winter rains had begun) and 

Allenby was forced to halt his advance and regroup. The respite for the 

Turks and Germans would not last much longer, however. Chetwode’s XX 

Corps was ordered to take the city of Jerusalem, which he promptly did.

Map 4. Beersheba: British Positions, 6 November 1917.

57
On December 8th, Major General John Shea, GOC 60th Division, 

accepted the keys to the city of Jerusalem from the Mayor. Lloyd George 

had his victory and England had its Christmas present. Three days later, 

General Sir Edmund Henry Hyman Allenby entered the Jaffa Gate of 

the city of Jerusalem on foot, wearing a dusty field uniform, carrying a 

walking-stick, and accompanied by a number of British and allied officers. 

Among them was Major T.E. Lawrence, who had come to GHQ to report 

on Faisal’s operations. It can be assumed with some certainty that Major 

Meinertzhagen was there as well.

Retrospective

It was, as they say, a famous battle. Jerusalem had been the prize. 

Gaza had, indeed, been the gate. And Beersheba, the key, was turned in the 

lock in the fading light of the late afternoon of October 31, 1917, by the 

mounted charge of the 4th Brigade, Australian Light Horse, with Brigadier 

General Grant Commanding. It was to be the last great mounted charge in 

British Army history.

To be sure, mistakes had been made. The decision to send the New 

Zealanders alone against Tel el Saba, which ultimately required a division, 

reveals an absence of reconnaissance puzzling in a mounted force. In 

retrospect, Chauvel may have waited too long to launch his attack on 

Beersheba proper. With two brigades “fixing” the Tel, it was probably an 

excess of caution to delay through the day. An earlier assault by Hodgson’s 

division would probably not have been affected by the harried Turkish 

defenders struggling to hold on to their hill. The uncommitted brigades of 

the Australian Mounted Division might more usefully have been moved 

up for instant use as opportunity offered. The massed artillery of XX 

Corps, silent from noon onwards, might have assisted the under-gunned 

horsemen if some prior arrangements had been made for fire support.

Nevertheless, it is easy to second guess. Through a long and difficult 

day, with much at stake, an imperturbable Sir Harry Chauvel calmly fought 

his battle. At its climax he made a difficult choice — choosing the only 

option left that offered a chance of victory. At war’s end, he would enter 

history as commander of the largest and most successful mounted force 

in the history of the British Empire. It goes too far to say that it began at 

Beersheba, for the unsung battles of Romani, Magdhaba, and Rafah — and 

even the nightmare of Gallipoli — had come first. Beersheba, however, 

covered the Australians and their New Zealand brothers in glory. They 

58
never looked back. In the months to come they would fight with an élan 

and confidence that would take them to Damascus itself, altering forever 

the history of the Middle East.

59
Notes

1 Von Sanders’ memoirs are a minor military classic, today almost unknown. 

See General of Cavalry Liman von Sanders, Five Years in Turkey (Nashville: Battery Press, 1928).

2 Australian “Light Horse” and New Zealand “Mounted Rifles” units were 

essentially mounted infantry, lacking sabers or lances and moving mounted but 

fighting on foot. However, as mounted troops mixed with true British cavalry they 

were generally referred to by the enemy, and by senior British officers, as cavalry 

formations. Late in the war, all mounted formations in Palestine were issued sabers 

and trained on shock tactics, becoming ”true” cavalry. See H.S. Gullett, Official 

History of Australia in the War of 1914-1918: Volume VII Sinai and Palestine (Sydney: Angus and Robertson Ltd., 1923), 29.

3 The Marquess of Anglesey, History of the British Cavalry, Vol. V Egypt, 

Palestine and Syria (Trowbridge UK: 1994), 24.

4 General Sir Archibald Wavell, KCB, CMG, MC, Allenby: A Study in 

Greatness (New York: Oxford University Press, 1941), 63.

5 Wavell, 186. 

6 Lieutenant Colonel The Honorable R.M.P. Preston DSO, The Desert 

Mounted Corps: An Account of the Cavalry Operations in Palestine and Syria 

1917-1918 (London: Constable and Co., 1921), 9.

7 Gullet, 348-350.

8 Allenby is often remembered not as a thinking soldier but as a bluff disciplinarian with an explosive temper. He was in fact the first officer of his regiment 

(the Inniskilling Dragoons, an old and storied cavalry regiment) to ever attend the 

elite Staff College at Camberly, and if not considered brilliant, was certainly widely 

read, highly intelligent, and perceptive. His biographer relates one anecdote when 

Allenby cited to his staff an ancient account of historical invasion routes through 

Sinai. “Allenby suggested reference to a passage in Strabo ... extracts from his 

works were obtained from Cairo in the original Greek, which Allenby translated 

without difficulty.” Wavell, 17-18, 195. 

9 From the diary of Major Richard Meinertzhagen, cited in Major General 

Anthony Farrar-Hockley, “Field Marshal The Viscount Allenby,” The War Lords,

ed. Field Marshal Sir Michael Carver (Boston: Little Brown and Co., 1976), 149.

10 Official History of the Great War, Military Operations in Egypt and Palestine, ed. Captain Cyrill Falls (London: Imperial War Museum, 1930), 31. See also 

Anglesey, 134. Some critics, long after the war, discounted this story, but it appears 

in the Official History and in numerous accounts of the time. 

11 52nd (Scottish Lowland), 54th (East Anglian), and 75th (Territorial and 

Indian) Divisions. 

12 Total Commonwealth forces totaled 76,000 troops, of whom 20,000 were 

mounted, and 550 artillery pieces. The Turks and their German and Austrian advis60
ers and support units numbered 49,000 with 360 guns. Allenby’s numerical advantage was none too great considering that Turkish forces fought on the defense, in 

prepared terrain well known to them, following two great victories in the battles for 

Gaza and in possession of ample water supplies. Preston, 9. 

13 More than 30,000 camels were used to carry water for Allenby’s army in 

the Jerusalem campaign, in addition to railroads, specialized engineer units to recondition wells, and water carried on the soldier. At least until clear of Sinai, water 

was the overriding consideration for all planning. Wavell, 201. According to Preston, in the pursuit following the battle for Beersheba, some units of the Australian 

Mounted Division went three days and four nights without water for the horses. 

Frequent dehydration, as well as sand in the horses’ grain ration, killed many horses 

and wore down the health of almost all. See Preston, 61.

14 60th (London), 74th (Dismounted Yeomanry), 10th (Irish), and 53rd 

(Welsh Territorial). 

15 The 60th Division was commanded by Major General John Shea, who had 

served under Allenby in France but was relieved for criticizing him. In Palestine 

he rose to become perhaps Allenby’s most trusted infantry division commander. 

Wavell, 187.

16 Gullett, Official History of Australia in the War of 1914-1918, 140.

17 Each mounted brigade was accompanied by a four-gun battery of 13 

pounders. These were properly speaking guns, not howitzers, firing direct fire over 

open sights. The standard engagement range was 2,500 yards. Even in Australian 

and New Zealand brigades, the artillery units were British; at Beersheba, the charge 

was supported by “A” Battery of the Honourable Artillery Company and the Essex 

and Notts Batteries, Royal Horse Artillery. See Anglesey, 153 and Preston, 303. 

18 Throughout the afternoon, German airmen made determined attacks upon 

the Australians and New Zealanders, strafing Chauvel’s headquarters repeatedly 

and killing Lieutenant Colonel L.C. Maygar VC DSO, the commander of the 8th 

Lighthorse Regiment. Gullett, 406.

19 Gullett, 397.

20 Gullett, 404.

21 Anglesey, 156.

22 Anglesey, 157.

23 The charge and entry into Beersheba is described in detail in the Australian Official History. The 4th Australian Lighthorse Brigade charged with 800 riders from its 4th and 12th Regiments (its third, the 11th, was not available), resulting 

in 31 killed and 36 wounded. See Gullett, 399-402. 1,100 prisoners and ten guns 

from the Turkish 27th Division were taken. See Lieutenant Colonel Alexander H. 

Kearsey, A Summary of the Strategy and Tactics of the Egypt and Palestine Campaign (Aldershot: Imperial War Commission, 1931), 20-23.

61
24 Official sources disagree on the number of wells in Beersheba. Preston 

says seven, of which five were captured intact. Kearsey says 17. 

25 A “particularly intense Khamsin” or sandstorm blew in for three days 

commencing on 1 November, greatly impeding efforts to develop the water supply. Beersheba did not achieve its maximum rate of 390,000 gallons per day until 5 

November. Anglesey, 165-166. 

26 Until very late in the day, Turkish and German intelligence officers continued to see the attack on Beersheba as a feint. The fall of the town, and exaggerated 

reports of a mounted force making for Jerusalem, led Kressenstein to redeploy three 

divisions to block the move. In fact, only a small raiding force of Arab irregulars 

and a few British machine gunners, led by Lieutenant Colonel H. W. Newcome RE, 

comprised the force. Newcome’s party was attacked by a full six battalions, and after a gallant resistance was captured or dispersed. Kressenstein’s decision unhinged 

the Gaza position in the face of XXI Corps’ strong attack, but may have saved his 

army, as delay would have seen him cut off and destroyed. The Gaza position fell 

on November 7. Gullet, 408, 429. 

27 In late summer of 1917, the Turkish order of battle on the Palestine front 

included the 7th and 53rd divisions in the vicinity of Gaza; to the east in the area of 

Tel Sheria, the 54th and 16th divisions; at Beersheba the 27th and 3rd Cavalry divisions; and the 3rd Division in reserve. British strength at this time was estimated by 

German staff officers at eight divisions. Reinforcements in corps strength were sent 

in the fall, which succeeded in stabilizing the front but arrived too late to prevent 

the fall of Jerusalem. Sanders, 183.

28 In this pursuit and exploitation phase, Lieutenant Colonel A.D. Burton of

the 2nd Battalion, 22nd London Regiment (60th Division), was awarded the Victoria Cross for actions at the Wadi esh Sheria. The breakthrough in the center of the 

Gaza-Beersheba line is described in Falls, 107.

62
Chapter 4

White Death Coming: The Battle of Suomussalmi

by

Colonel Richard D. Hooker, Jr., USA (Retired) 

Few now remember the Winter War, when Finland’s tiny 

army stopped a massive Soviet invasion in its tracks. 

With almost no tanks, artillery, vehicles or aircraft, the 

Finns possessed some of the toughest soldiers in Europe 

and one additional precious resource: a small cadre of 

professional officers, bloodied in the First World War, to 

lead their handful of brigades and divisions. Commanded by the legendary Marshal Carl Gustav Mannerheim, 

the Finns astonished the world with their obstinate defiance of the largest army in the world. At Suomussalmi, a 

shining chapter was written in military history when the 

doughty Colonel Hjalmer Siilasvou’s 9,000-man division 

wiped out more than 50,000 Russian troops.

On 30 November 1939, the Red Army, with half a million troops, 

crossed into Finland for a war of conquest expected to last a few weeks 

at most. Almost one million Russian soldiers would eventually fight in 

the bitter war, sustaining horrific losses and, by their inept performance, 

encouraging Hitler’s later invasion of Russia. As one of the harshest 

winters in a hundred years shook Northern Europe in an icy grip, the 

Soviet 163rd and 44th Divisions struggled through heavy snows towards 

utter destruction. The Finns would later remember Suomussalmi as the 

most decisive division-level action of the war, a smashing victory enabled 

by superior battle command. The Russians would remember it as “Belaya 

Smert” — White Death. 

The Strategic Setting

With a distinct culture and ethnic identity for more than 2,000 

years, the Finns did not achieve nationhood until 1920 in the War of 

Liberation against the Bolsheviks. Sparsely inhabited and remote, tiny 

Finland posed little threat to the Soviet Union. But as world war loomed, 

Stalin and his generals looked to the Finnish border — scarcely over the 

63
horizon from Leningrad, their western capital, and decided to crush the 

Finns to secure their western borders.

Map 5. Suomussalmi: 30 November - 8 December 1939.

The Red Army General Staff had every reason for optimism. The 

Union of Soviet Socialist Republics (USSR) would initially commit 46 

divisions to battle in Finland, a large part of the Red Army west of the 

Urals, supported by 2,500 planes and 3,000 tanks — half the tank strength 

64
in their inventory. A Finnish force of 12 poorly armed light divisions, six 

regular army units, and six reserves opposed the Soviet juggernaut.1 With 

a crushing superiority in the air and on the ground, the Red Army moved 

with assurance toward the quiet border.2

Overwhelming strength and recent successes at Kholkin Gol in 

Manchuria and in the waning stages of the German invasion of Poland fed 

Russian confidence, but it was a misplaced confidence all the same. Soviet 

commanders at regimental level and above were generally mediocre at best, 

the most talented and innovative having been murdered during Stalin’s 

purge of the military several years before. Many of the troops earmarked 

for combat in Finland were poorly trained conscripts, unmotivated, and 

unable to function in sub-arctic terrain and weather. Soviet armored 

doctrine, at its zenith in the mid-30s under Marshal Tukhachevsky, had 

regressed to a point where tanks served primarily as infantry auxiliaries. 

Finally, the communist zampolit system divided command between unit 

commanders and political officers beholden only to the Party. By the end 

of World War II, the Red Army would address and correct all of these 

shortcomings. The Winter War would teach them their first hard lessons. 

Organized in four field armies, Soviet forces concentrated 

their strength in the south. The General Staff ordered 7th Army, with 

14 divisions and 1,000 tanks, to attack northwest from Leningrad to 

overrun the Karelian Isthmus before heading for Helsinki. (After failing 

to penetrate the Finnish defenses, this force would later be expanded to 

26 divisions, a mechanized corps, and three pure tank brigades). The 8th 

Army to the north of Lake Ladoga would attack on the flank with seven 

divisions and two tank brigades to complete the conquest of the populated 

southern regions. In the far north, 14th Army with three divisions and one 

tank brigade would strike south from Petsamo and the Murmansk area to 

occupy the empty northern reaches of Finland. 

In the center, the five divisions and two armored brigades of 9th 

Army would strike swiftly to the west to cut Finland in half at her narrow 

waist. The 9th Army’s advance would be led by 163rd Rifle Division 

and the elite 44th Motorized Division. Here, barely 20 miles inside the 

Finnish border near a small village called Suomussalmi, they would meet 

destruction.

A glance at the map shows clearly why the bulk of forces from 

both sides were deployed in the southern regions. The Karelian Isthmus, 

65
an historical invasion route used by Russia and Sweden in former times, 

is the key to St. Petersburg as well as the most direct path to Finland’s 

key roads and cities — all located in the more temperate south. On this 60 

mile front the Marshal of Finland, the legendary Carl Gustav Mannerheim, 

deployed the bulk of Finland’s small army, some nine divisions, anchored 

on the Mannerheim Line.3 From the northern shores of Lake Ladoga to the 

arctic coast, a distance of 600 miles, incomplete regiments and battalions, 

totaling less than four divisions and largely manned by home guards and 

reservists, faced the Soviet colossus.

In the first days of December, reports reached Mannerheim of the 

halting advance of 9th Army even as the main battles raged in Karelia. 

The Army’s first operational echelon, 163rd and 44th Divisions, advanced 

towards Suomussalmi on unimproved roads leading westward from the 

frontier. The 163rd Division, commanded by Major General Selendsev, was 

manned chiefly with Mongolian recruits, but Major General Vinogradov’s 

44th Motorized Division, a highly trained Ukrainian formation assigned 

to the Moscow Military District, was one of the best in the Red Army. 

Between them, they boasted 48,000 troops, 335 artillery pieces, over 100 

tanks, and 50 armored cars.4 Detraining at the Murmansk railhead, both 

divisions road marched 200 miles to the front in eleven days, a grueling 

ordeal that dampened much of their offensive spirit in the early days of the 

war.

Hampered by poor roads, fatigue, the winter weather, and 

harassed by roving Finnish border guards and partisans, the two divisions 

approached sluggishly, moving at a rate of less than four miles per day. 

Deep snow drifts forced Soviet commanders to form details, sometimes 

hundreds of men strong, to shovel the snow aside or tramp it down for the 

heavy vehicles which followed. The Russian troops, lacking skis, tents and 

stoves, suffered cruelly as the temperatures dropped, averaging 30 to 40 

degrees below zero.

The 163rd Division advanced on Suomussalmi along two routes. 

The 662rd and 81st Infantry regiments, accompanied by a battalion of 

tanks, approached from the northeast. The divisional reconnaissance 

battalion, followed by the 759th Infantry Regiment, moved up from the 

southeast, reaching the small village on December 5.5

 They found it burned 

to the ground, its 4,000 inhabitants gone.6

 

66
For seven days a single Finnish reserve battalion contested the 

Soviet advance. Here occurred examples of some of the most extreme 

heroism in a war marked by outstanding courage. In one episode of the 

bitter battle for the town, a Finnish lieutenant repeatedly charged Russian 

tanks, alternately firing his pistol at their vision slits and crawling toward 

the enemy vehicles to throw a bundle of grenades, taped together to form 

a crude antitank weapon. The lifeless body of a brother officer, sent to the 

aid station with a hand wound, was found the next day surrounded by six 

dead Russian soldiers.7

 In perhaps the most tragic episode of the battle, an 

exhausted reserve platoon leader, despondent after five days and nights 

of continuous combat, committed suicide rather than fall captive to the 

communists — only hours before help arrived. 

Despite such stubborn resistance, the two advancing Soviet 

columns met on December 7 to take control of the ruined town. On that 

day, Mannerheim made the difficult decision to deploy a substantial part 

of his meager reserves to the scene.

The Finns Seize the Initiative 

On 9 December, Jaeger Regiment 27 was detached from the Army 

general reserve and moved by train to the Suomussalmi area under the 

command of Colonel Hjalmer Siilasvou, a tough veteran of the famed 

Finnish 27th Jaeger Battalion which had fought with the German Army in 

WWI.8 That night the regiment moved 30km to its attack positions near the 

village, leaving its vehicles at the railhead to ensure secrecy and moving 

entirely by skis.9 By early morning on the 10th, the regiment had closed 

into the battle area, linking up with the original defenders to form a brigade 

of 4,200 troops. They arrived only just in time. Despite a magnificent 

resistance, the original defenders were on the point of disintegration after 

a week of relentless combat against far larger forces. Though greatly 

outnumbered and without artillery or antitank guns, Siilasvou ordered a 

counterattack by the entire brigade for the next day.

Outmatched in every class of arms and weaponry, the Finns 

possessed some strengths they could turn to advantage. In terms of terrain 

and weather, the Soviet decision to attack in winter proved disastrous. Deep 

snows hindered tank mobility off the road and prevented cross-country 

wheeled movement altogether. Deployment of towed artillery from march 

column into firing positions was often impossible. Soviet infantry, unable 

to move without skis and winter clothing, could not secure the tanks or 

67
traverse the difficult terrain. Poor flying weather hampered effective use 

of the Red Army’s huge advantage in tactical air power. Finally, the sparse 

road net and deep woods of central Finland did much to negate Soviet 

firepower and mobility.

Tactically, the Finns enjoyed a detailed knowledge of the battlefield 

and, although hardly a professional army, took pride in the woodcraft, 

toughness and fighting spirit of the individual Finish soldier. Fighting for 

their homes and families, highly mobile and fit, the Finns exacted every 

possible ounce of combat power from the human factors which can loom 

so large in war. At the onset of the conflict they lacked weapons, training, 

and experience. They would soon get plenty of each.

On the morning of December 11, the Finns attacked in brigade 

strength to cut the Ratte Road running southeast from Suomussalmi. 

Piercing the Russian columns stretched out on the road, Colonel Siilasvuo 

detailed two companies to hold the Soviets to the east and turned westward 

with the remainder of the brigade to advance on the village itself. On the 

same day a Finnish ski battalion attacked and interdicted the northern road 

leading toward the village. Although not cut off, the Soviets ability to 

resupply on the northern route was gravely compromised for the next two 

weeks. 

For fifteen days the Finnish Jaegers attacked the entrenched 

Soviets, slowly gaining control of the village and surrounding areas. The 

arrival on Christmas day of five battalions and ten vintage artillery pieces 

increased Siilasvuo’s assigned strength to 11,500 troops, upgrading his 

command to divisional status. Though not a cohesive regular division, 

Siilasvuo’s command was led by rugged men of proven valor. The three 

regimental commanders, Lieutenant Colonels Johan Makiniemi (JR27), 

Karl Mandelin (JR65), and Frans Fagernas (JR64), all knew each other 

and the doughty Siilasvuo well. All had fought the Russians together as 

young Jaegers in the Great War, and again in the War of Independence.10 A 

true band of brothers, they would lead the division with drive and intensity.

As Finnish partisan and guerrilla units harassed Soviet independent 

units attempting to reinforce Suomussalmi, the newly reformed 9th 

Division closed the ring. Now cut off from regular supply for over two 

weeks, unable to light fires in the severe cold, the soldiers of the 163rd 

Division began to panic as reinforcements failed to arrive. On Christmas 

Day a sharp assault on the northern route by fresh units severed the only 

68
remaining Soviet line of communication. The 163rd was now completely 

cut off.11

Map 6. Suomussalmi: 11 December 1939-8 January 1940.

Advancing timidly, the 44th “Elite” Motorized Division, moving 

along the Ratte Road, made no serious attempt to relieve its sister division 

until the 24th, when its lead regiment, the 25th Infantry, launched a heavy 

attack at first light. Fighting in hasty entrenchments behind felled trees, the 

two companies posted in the entrenchments reeled under violent artillery 

fire but managed to hold their ground after help arrived in the form of a 

69
battalion from 27 Jaeger Regiment. Though defended by a small force 

the position was a strong one, emplaced behind a stream which traversed 

the roadbed and flanked by frozen lakes which offered open fields of 

fire.12 A weaker attack the next day made even less of an impression on 

the defenders. Now fully aware that strong Soviet reinforcements were 

only six miles away, Colonel Siilasvuo’s hardy ski troopers launched a 

concentric assault at dawn on the 26th to complete the destruction of the 

Mongolian Division. 

Supported by a handful of obsolete artillery pieces and two 37mm 

anti-tank guns, the Finns had difficulty coping with the numerous tanks 

encountered throughout the strongly fortified defense. The principal antitank weapon was a large liquor bottle filled with thickened fuel, soon to 

become famous as the “Molotov cocktail,” tens of thousands of which 

were provided by the national liquor board! Battle raged until the morning 

of the 28th when the Soviets suddenly collapsed, running wildly onto the 

frozen lakes near the village in a mad attempt at escape. A dramatic event 

occurred when the division command group was cut down by rifle fire 

attempting to escape on foot in the deep snow. By noon the following 

day the Finns had contained all organized efforts to break out and the 

163rd Division ceased to exist. Though scattered survivors managed to 

regain Soviet lines, every major divisional unit disintegrated and virtually 

all equipment was destroyed or captured and put to use by the poorly 

equipped Finns.

As Finnish and British newspapers trumpeted the “wholesale 

destruction of a Red Division,” Colonel Siilasvuo turned his attention to 

the 44th Division. Stretched out for many miles along the Ratte Road, its 

advance elements blocked outside Suomussalmi, the division dug in and 

waited passively for orders from above. Though very strong in tanks and 

artillery, the 44th had almost no ability to maneuver off the road in the 

forested landscape and deep snow and ice of the Finnish winter. Behind it, 

9th Army lay inert, unable to advance. Emboldened by success, the Finns 

set about the destruction of the proud Ukrainians.

“Motti” Tactics

The 9th Division now faced a new and different tactical problem. 

In its previous operations it had encircled a superior force in Suomussalmi 

village and been forced to attack head on. Now the enemy lay trapped in a 

long, undulating column reaching back to the frontier, unable to advance 

70
and forbidden to retreat. Strong in tanks and artillery, the Ukrainians 

established hasty defenses and waited for the Finns to break themselves 

on the Russian tanks and wire.

With typical initiative, 9th Division combat engineers set about 

constructing a series of ice roads running parallel to the Ratte Road on 

both sides. Truck-mounted snow plows, or heavy sledges drawn by large 

draft horses, proved effective in making serviceable supply routes even in 

deep ice and snow. Trunk roads branched off at right angles, terminating 

3-4km from the enemy and secured at the terminus by platoon-sized 

security elements. While partisans and guerrillas kept constant watch 

on the enemy, camouflaged assembly areas were established along these 

routes with heated tents and mobile field kitchens. Though located quite 

close to the Russian positions, these staging areas remained undetected 

throughout the battle. 

From these bases, hidden in the deep woods, Finnish ski troops 

raided the Soviet positions to shoot up every field kitchen and campfire, 

returning for rest and hot food as their companions kept up a constant 

pressure. Without fire and hot food, Soviet cold weather injuries soared as 

morale and fighting spirit plummeted. As temperatures continued to drop, 

the Finns used primitive but effective horse-drawn sleds and hand-drawn 

akhio sleds to bring up food and ammunition and evacuate casualties. The 

Soviets could do neither as they watched more soldiers freeze each day, 

enduring slow starvation by degrees.

Soviet intelligence problems proved to be even worse than 

their logistical troubles. Immobile off the roads, they could not conduct 

reconnaissance, nor could they counter Finnish probes and scouting 

parties.13 Tactically blind, their dispositions revealed to the Finns in every 

detail, they waited passively to be attacked.

Though only a handful of regular officers served in the 9th Division, 

Finnish leaders at every level grasped the basic tactical challenges of 

winter warfare and showed high levels of initiative and energy throughout 

the battle. They approached the problem of how to tackle the 44th Division 

with “Motti” tactics14, designed to cut the lengthy division column in 

several places for subsequent destruction in detail. Although the Russians 

attempted to patrol their flanks with heavy tanks, fortifying where they 

could, the task of constructing prepared positions all along the route of 

march proved impossible. 

71
Moving along the ice roads, the division’s three regiments deployed 

along the length of the Russian column, with Makiniemi’s JR27 on the 

left, nearest Suomussalmi; Mandelin’s recently formed JR65 in the center 

and Fagernas’ JR64 on the right to the east. The first blow came on New 

Year’s Day when the reinforced 1st Battalion from 27 Jaeger Regiment, 

consisting of some 1,000 troops, attacked to cut the Russian column along 

the road a few miles to the east of Lake Kuivasjarvi. Moving along the ice 

road, the battalion turned to the north to follow a horse trail intersecting 

the main Ratte Road. After thorough daylight reconnaissance and a hot 

meal in their attack positions, the battalion struck just after midnight. 

Moving with two companies abreast mounted on skis, and overwatched by the machine gun company on the ridge a few hundred yards 

to the south, the battalion approached to within 60 yards without being 

detected and quickly overran an artillery unit deployed on the road. 

Engineers following close behind immediately felled trees and sowed 

mines, creating stout roadblocks facing both ways to prevent cooperation 

between the wings of the now severed column.15

Just after first light an antitank section of two 37mm guns arrived, 

going into action almost immediately to repel an armored counterattack 

from the east. Seven Soviet tanks were destroyed near the roadblocks as the 

Finns beat off desperate attempts to reopen the road. Throughout the day 

the Finns worked to improve their positions, rotating troops back behind 

the ridge for hot food and rest in warming tents. A second counterattack in 

the afternoon, this time from the west, was easily dealt with by the reserve 

company.

The next day a sister battalion, the 27th Regiment’s 3rd Battalion, 

attacked farther to the west, but was repulsed by infantry and tanks 

deployed in a hedgehog position around a farmhouse. Though unable to 

break through and cut the road, the Finns kept it under fire to prevent 

movement and deny the Russian soldiers any chance at campfires and hot 

food. Throughout the first week of January, Colonel Siilasvuo launched 

constant attacks to pierce the 44th Division all along its length, in one case 

penetrating the road only a mile from the Soviet border.

 The 44th Division’s resistance peaked on the 5th when divisional 

scale attacks all along the column were beaten back. In many places the 

Soviets resisted fiercely, inflicting serious casualties on some Finnish 

companies and battalions attempting to close with the enemy to wipe 

72
them out. One attack by 1/27 JR on 5 January to reduce a Soviet pocket 

caused so many casualties that its commander, Captain Lassila, requested 

permission to give up the roadblock while retaining control of the road by 

fire. The regimental commander replied grimly that he would have Lassila 

— the hero of the first successful attack on the huge Soviet division and a 

future American Army colonel — executed first.16 

Despite painful losses, the 9th Division commander remained 

determined to finish the Ukrainians. The Finns scored a major success on 

the night of 5-6 January when a combat group from Task Force Fagernas, 

operating to the southeast, blew up the vital Purasjoki Bridge about five 

miles from the Soviet border. Caught in the pocket was the 3rd Infantry 

Regiment, sent in by the Soviet Ninth Army at the last minute to reinforce 

the beleaguered 44th Division. News of this attack rippled quickly through 

the units of the 44th Division with devastating effect. Now cut off from the 

outside world, General Vinogradov’s proud division began to crumble.

Hemming in the Soviets from both sides of the road, the Finns 

increased the pressure with continuous attacks against the principal units 

in the northern sector. Here the fighting was desperate and savage, with 

Soviet artillery firing over open sights and Finnish infantrymen charging 

tanks with hand held Molotov cocktails. Conscious that time was running 

out, Red infantrymen hurled themselves desperately against the main 

roadblocks, only to be stopped by minefields and dense abatis and then 

destroyed by rifle and machine gun fire. By sundown on 6 January, it 

became clear, even to Vinogradov, that the end had come.

That night the defeated commander ordered a general retreat. Now 

without rations for five days, the troops of the 44th and their comrades 

from the 3rd Regiment abandoned their vehicles and heavy weapons 

and made for the border. In the ensuing panic the division, like its sister 

unit at Suomussalmi, literally came apart. Local defense units swept 

the forests and logging trails, killing and capturing broken fragments of 

retreating units. Regular units of the 9th Division set to work mopping 

up isolated pockets of resistance. General Vinogradov and a handful of 

staff officers managed to escape in tanks, only to be executed later by 

Soviet commissars. Finnish ordnance officers were astounded at the totals 

of captured equipment, which included 44 intact tanks, 70 artillery pieces, 

and almost 1,200 horses. Every Soviet field kitchen, some 55 in all, was 

destroyed or captured in the battle. Total Russian casualties were 27,500 

killed and 1,500 wounded, with the Finns suffering 900 killed, 1,700 

73
wounded, and 30 missing, for an exchange of more than 10:1 in favor of 

the Finns.17

Reviewing the Battle

The Battle of Suomussalmi ended the threat to central Finland 

for the remainder of the war. Following the battle, Colonel Siilasvuo, 

now promoted to Kenraalimajorii (roughly equivalent to a US brigadier 

general), was sent south to Kuhmo where he stopped and encircled the 54th 

Division (he later commanded a corps with distinction in the “Continuation 

War” of 1940-1944). After an operational pause in January, when regular 

divisions were brought up in great numbers, the Soviets attacked on the 

decisive Karelian sector in the south, where the terrain was more open and 

a better road net existed. After heavy fighting they broke the Mannerheim 

Line and overran the peninsula, forcing the Finns to sue for peace. 

Despite the forced settlement which ended this phase of the 

Soviet-Finnish conflict, the accomplishments of Finland’s tough little army 

have few rivals in 20th Century warfare. Russian casualties totaled some 

500,000, including 200,000 dead, against 23,000 Finnish dead and 45,000 

wounded. Everywhere except in Karelia, Soviet forces were stopped and 

forced back, with eight entire divisions suffering total destruction.

The operational significance of the Suomussalmi battles was, 

moreover, immediate and far reaching. For the price of a single division, 

Marshal Mannerheim was able to parry a deadly thrust which, if successful, 

would have seized Finland’s only rail link to Sweden and taken her out of 

the war. The annihilation of two strong divisions convinced the Soviets 

that their original campaign plan could not succeed, and all attempts to 

push through in the center were abandoned. The time needed to adjust 

the campaign plan and shift reserves bought valuable breathing room for 

the Finish government to negotiate for the outside help that alone could 

save Finland. That this help never came was a function of the great power 

politics of that era, when France, Britain, and the Scandinavian countries 

had more to fear from German or Russian enmity than they stood to gain 

from Finnish gratitude. 

Nevertheless, the Finn’s overwhelming victory at Suomussalmi 

astonished the Soviets and the world. Though great battles have their own 

context and unique circumstances, Suomussalmi still has lessons to teach 

for serious students of the military art.

74
Perhaps the most striking lesson is that, even more than mobility, 

the mobility differential between two forces is all-important. How quickly 

a force can move on the battlefield is important; how much faster it can 

move in relation to its opponent is much more so. At Suomussalmi, the 

Finns’ ability to move in daunting terrain and weather when the Soviets 

could not, stands out as the single most important factor in their ability to 

achieve dominant maneuver. 

That advantage enabled all others. It allowed the Finns to build an 

accurate picture of the battlefield and denied it to the Soviets. It offset the 

huge Soviet advantage in artillery and tactical air power, because the Finns 

presented few stationary targets and could not be fixed. Resupply, casualty 

evacuation and replacement of battle losses was viable for the Finns, but 

virtually impossible for the doomed Soviet divisions. 

Most importantly, the Finns possessed the ability to mass their 

limited combat power at decisive points. Despite their small numbers 

and inferior firepower, they struck again and again at the cooking fires 

and field kitchens that represented the Soviet’s only means to combat the 

cold. Using the environment itself as a deadly weapon, the Finnish jaegers 

waged war against Soviet morale and the will to resist and crushed it 

absolutely. Thus it was not the loss of materiel that ultimately led to defeat; 

most Soviet equipment was lost only after their units had capitulated. Loss 

of confidence and the will to fight were the true harbingers of disaster.

An interesting dimension to the battle is the psychological 

advantage the Finns derived from their emphasis on close combat. Lacking 

heavy weapons and wary of Soviet artillery, 9th Division troopers sought 

at all times to attack and engage their opponents at very close ranges, 

usually at night or in bad weather. These tactics prevented the defenders 

from employing their combined arms doctrine, but more importantly, they 

gave the Finns a moral dominance that would prove to be decisive. The 

best example is the holding action conducted along the Ratte Road, which 

permitted the destruction of the 163rd Division. The aggressive tactics 

employed there convinced Soviet commanders that a powerful force 

opposed them, inducing a passive defense that ultimately proved fatal.

The Finns’ careful preparation for winter warfare also paid rich 

dividends. Though a poor and ill-equipped force, the Finnish army had 

thought carefully about campaigning in bitter arctic weather and was 

determined to conserve the soldiers who were its most precious resource.

75
As one example, each Finnish platoon was provided with two 20-

man sleeping tents, transported on akhios or snow sleds drawn by hand or 

by reindeer. To increase mobility, no sleeping bags or even blankets were 

issued; the warmth of the soldiers’ bodies and small heating stoves sufficed 

even in bitterly cold weather.18 Machine guns, mortars, and ammunition 

were moved on akhios as well, with all motor vehicles consolidated at 

division level. Finnish troops were well equipped with warm winter 

clothing and whiteovers, and small unit leaders checked religiously to 

ensure that wet socks were exchanged regularly. 

During operations, Finnish troops could count on hot food, prompt 

medical attention, and regular if not lavish resupply. The primitive nature 

of their logistical system was itself a positive strength, since it depended 

not on machines, but on over-snow transport drawn by the combat troops 

themselves. Though much credit falls to the determination and hardiness 

of the individual Finnish jaeger, it would be a mistake to ignore the careful 

planning that went into equipping and sustaining him in some of the 

toughest weather and terrain in the world. 

Tactically, few battles in this century offer a more stirring 

picture. Though one is impossible without the other, the high maneuver/

low firepower content of the Finnish army clashes sharply with the high 

firepower but relative immobility of the Red Army in Finland. What can 

we learn about dominant maneuver from this epic confrontation in the far 

north?

By its very nature, fighting outnumbered against the enemy 

demands combat leadership of a high order. Hjalmer Siilasvou set the tone 

with battle command that accepted nothing less than victory. Speed and 

fluidity, the hallmarks of 9th Division operations, could only be achieved 

through rapid decisive leadership far forward in the battle area with the 

details left to junior commanders. Generally not professional officers, 

Finnish commanders nevertheless took pains to learn the terrain and led 

from the front, not from command posts in the rear. And they were men 

of iron character. Though not abusive toward subordinates, they accepted 

few excuses and displayed a granite resolution and will to victory. They set 

an example of courage-under-fire that inspired respect and emulation from 

their men.

The Battle of Suomussalmi teaches that numbers and fire alone 

are not decisive in battles and engagements. Victory depends, not just 

76
on greater mobility, but also on more rapid decision/action cycles that 

confer an ability to focus battlefield effects against key nerve centers 

or pressure points. General Siilasvuo understood that he could not take 

on two mammoth Soviet divisions simultaneously. But by massing his 

limited troops at decisive points he was able to bring about the collapse 

and disintegration of far larger forces, not through grinding attrition but 

through dominant maneuver. 

History has all but forgotten the man and his matchless soldiers. Yet 

their heroism and battlefield exploits still yield powerful lessons — smaller 

forces will often fight outnumbered, but they can fight with confidence and 

dominate the battlefield. The men who fought at Suomussalmi show us 

how.

77
Notes

1 The Russian division totaled 17,500 troops and included one field artillery and one howitzer regiment in addition to its three infantry regiments. Strong 

armor and artillery units were found at echelons above division. The Finnish division had one artillery regiment, generally equipped with obsolete weapons, and 

three infantry regiments for a total of 14,200 men. With a 2:1 superiority in small 

arms firepower and a 3:1 edge in artillery at the division level, supported by thousands of tanks and aircraft, the Soviets enjoyed an advantage in terms of combat 

power on the order of 15:1. Eloise Engel and Lauri Paananen, The Winter War

(Harrisburg, PA: Stackpole Books, 1973), 158.

2 Russian overconfidence is shown in a field order captured in the first 

days of the war, cautioning Soviet units not to violate the Swedish frontier! Carl 

Gustav Mannerheim, Memoirs of Marshal Mannerheim (NY: E.P. Dutton, 1954), 

328.

3 Despite Russian propaganda describing it as the most extensive fortification system in the world; the Mannerheim Line was little more than a temporary 

set of field fortifications, not constructed in depth, built around timber and earth 

bunkers and trenchlines. Mannerheim, 371.

4 Engle and Paananen, 95.

5 Victor Suomalainen, “The Battle of Suomussalmi,” Military Review

(December 1949), 55.

6 Throughout Finland, all towns, villages, even individual dwellings in the 

path of the Russian advance were systematically set on fire to deny the Soviets 

shelter from the elements.

7 Engle and Paananen, 97.

8 Jaeger Battalion 27 was formed in 1917 exclusively of Finns drawn from 

all classes of Finnish society. Trained in Germany, it saw service on the Eastern 

Front and later in the War of Liberation. Officers and men from the battalion 

formed the nucleus of the later Finnish officer corps. Mannerheim, 131.

9 Northern Operations Under Winter Conditions: The Battle of Suomussalmi-Kuhmo 1939-1940, U.S. Army Command and General Staff College, Lesson R6480-6, 1943, p. B-7.

10 Allen Chew, Fighting the Russians in Winter: Three Case Studies (Ft. 

Leavenworth, KS: US Army Command and General Staff College, 1981), 18.

11 Suomalainen, 58.

12 Suomalainen.

13 Allen F. Chew, The White Death: The Epic of the Soviet-Finish Winter 

War, (Michigan State University Press, 1971), 110.

14 “Motti” is the Finnish word for firewood, stacked and ready to be split 

into kindling for the fire.

78
15 The battalion commander, Captain Eino Lassila, later immigrated to the 

United States and enlisted in the US Army, where he became a full colonel! Chew, 

Three Case Studies, 48.

16 Chew, The White Death, 117.

17 R6480-6, B-10.

18 Chew, Three Case Studies, 23.

79

Chapter 5

“Stout Hearts and a Worthy Cause”

The Battle of Sidi Barrani

by

Colonel Arthur W. Connor, USA (Retired)

For the British, victories were hard to come by in 

1940. Embarrassed in Norway, humiliated in France, 

teetering on the brink through the Battle of Britain, the 

United Kingdom stood almost alone against the Axis 

juggernaut as 1940 ground to a close. In the Western 

Desert, Lieutenant General Sir Richard O’Connor calmly 

prepared to attack an Italian force many times his size. 

His charm and diffidence belied a superior mind and a 

fixed determination to annihilate his opponent. And so 

he did, winning one of the most complete battles of the 

Desert War.

In the long history of its island race, Britain has faced few hours 

more dark than those of late 1940. Everywhere the mighty Wehrmacht 

and its allies ran wild. In whirlwind fashion Poland, Denmark, Norway, 

and France had fallen; the British army had been pushed off the continent 

in a humiliating debacle, and Hitler stood poised to overrun the Balkans 

and invade Russia. Yet even in extremity, Britain and its doughty Prime 

Minister, Winston Churchill, looked for opportunities to strike a blow 

against the formidable Axis. Though overshadowed by later events, the 

Battle of Sidi Barrani in December 1940 stands out as a striking example 

of courage and victory against all odds. 

On 13 September 1940, with the Battle of Britain raging in all its 

fury a continent away, the Italian invasion of Egypt began. A spectacular 

artillery barrage fell on the old Egyptian barracks at Musaid, followed 

by a similar barrage on Sollum and its airfield. As the dust and smoke of 

the second barrage drifted off in the sudden morning stillness, the Italian 

XXI Corps started its advance along the coastal road, motorcycles leading 

long lines of light tanks and trucks, advancing as if on the parade ground.1

A mixed British force consisting of the 3rd Coldstream Guards, 11th 

Hussars, and Royal Horse Artillery (RHA) contested the Italian advance, 

inflicting heavy casualties. The sheer weight of the five Italian divisions 

81
overwhelmed the three battalions of infantrymen, gunners and troopers of 

59 59 the British force, forcing them back all along the front. 

The gunners of the RHA withdrew skillfully through the 

infantrymen of the Coldstream Guards, took up new firing positions, and 

continued to fire into the dense ranks of the enemy. For four days the 

pattern was the same: the Italians would advance during daylight, while 

the British retired skillfully towards Maktila and their final defenses at 

Mersa Matruh. On 16 September, Marshal Rodolfo Graziani halted the 

Italian advance at Sidi Barrani, sixty miles into Egypt.2

 There the Italians 

remained for nearly two months, erecting a monument to their victory, and 

building fortified camps for their soldiers, until a brilliant counterstroke 

by the British Western Desert Force destroyed the vastly superior enemy 

force, chasing it back into Libya in December. During Operation Compass, 

as the offensive was known, the Western Desert Force dominated the vastly 

superior Italian forces in the Battle of Sidi Barrani from 9-11 December 

1940, routing them utterly and forcing the Germans to intervene in the 

desert war. 

The Italian Tenth Army rested on the laurels of its four day 

offensive into Egypt, building a series of eight fortified camps between 

Maktila and Sidi Barrani on the coast, and Sofafi to the south. In this 

semi-circle of defenses, the Italian XXI Corps placed five divisions plus 

a motorized group under General Pietro Maletti. Tenth Army placed three 

additional divisions between the Corps headquarters at Bardia and Halfaya 

Pass, nearly 80,000 troops total, supported by 200 tanks of all types, and 

several hundred guns.3

 From the end of September through December, 

the Italians improved their positions. The camps were roughly rectangular 

in shape with low walls protected by minefields and tank ditches. The 

camp at Nibiewa containing General Maletti was typical of all eight forts, 

measuring 2,400 yards by 1,800 yards.4

The terrain in this part of the desert is marked by a steep escarpment 

running from the coast at Sollum, southeast to Rabia and Sofafi. A barrier 

to vehicular movement, the escarpment decreases in size to the east of 

Rabia. South and west of the escarpment the desert plateau is trafficable 

for all vehicles, but the coastal sector to the north is filled with low bushes 

and rock outcroppings that tend to restrict movement to the coastal road. 

In 1940, the single coastal road was paved from Matruh to Sidi Barrani, 

but just a dirt track from there to the frontier. A barbed wire fence defined 

the border between Egypt and Libya, with the coast road climbing the 

82
escarpment through a series of hairpin turns, with another way through 

the escarpment at Halfaya Pass, four miles to the southeast.5 The Italians 

placed their defenses to the north and south of the escarpment, leaving a 

gap near the village of Bir Enba.

Facing the Italian fortresses, Lieutenant General Richard 

O’Connor’s Western Desert Force mustered only 36,000 men in two 

divisions, the 4th Indian and the 7th Armored, plus Corps troops. The 7th 

Armored fielded 200 light tanks of all types and 75 cruiser (medium) tanks, 

but only two battalions of motorized infantry.6

 The 4th Indian Division 

contained only two brigades of infantry, but the separate 16th Infantry 

Brigade would be attached for Compass, bringing it up to strength. Corps 

troops consisted of five battalions of artillery, with a disparate grouping of 

units garrisoning Mersa Matruh, completing the ground forces available to 

O’Connor. At the time of the Italian declaration of war, the commander of 

Air Headquarters, Middle East, Air Chief Marshal Arthur Longmore, had 

only 300 aircraft in the entire Middle Eastern theater. Half of these were 

based in Egypt, but all of the aircraft were older designs, with the fighter 

squadrons equipped with the obsolete Gladiator biplane. The Italians had 

282 aircraft in Libya, and another 150 in East Africa.7 Responsibility for 

supporting O’Connor fell to No. 202 Group, RAF, under the command 

of Air Commodore Raymond Collishaw. Collishaw controlled eighty-one 

aircraft at the start of the war, but he was an aggressive leader who had 

served in the Middle East in the 1920s and 1930s.8

 

What they lacked in men and material, however, the British made up 

in other areas. First and foremost was the superior leadership of O’Connor, 

and his immediate superiors Lieutenant General Henry Maitland Wilson, 

Commander of British troops in Egypt, and General Archibald Wavell, 

Commander in Chief, Middle East. As early as 11 September, two days 

before the Italian advance began, Wavell ordered his chief of staff to study 

the possibility of attacking the Italian positions in Libya. Wavell wrote:

In planning the operation, let us avoid as far as we can 

the slow ponderosity which is apt to characterize British 

operations. At the time that we shall be in position to 

take the offensive, we shall presumably have established 

a strong enough naval position in the Mediterranean to 

prevent Libya from receiving much in the way of supplies. 

83
We may, therefore, hope to be dealing with a somewhat 

dispirited and not very formidable Italian, and to be able 

to take a certain degree of risk.9

Wavell understood clearly that attacking the numerically superior 

Italian forces would entail great risk, and that the operation would have 

to be swift and decisive. His tactical commander also understood these 

parameters. O’Connor was anything but ponderous. A small, self-effacing 

man with a reputation for boldness and unorthodoxy, he came to the 

Western Desert Force from Palestine where he commanded the southern 

district. A soldier of immense intellect and talent, O’Connor commanded 

a battalion in WWI, a brigade in India in 1935, and a division in 1938, 

gaining a reputation as an energetic and skillful leader and trainer. Taking 

command of the Western Desert Force on 8 June 1940, he was on the 

move constantly, visiting the units of his command and preparing himself 

for combat in the desert by studying the terrain. At one point he even 

outdistanced the forward outposts of the 11th Hussars, passing one of the 

patrols while traveling from the enemy’s direction.10 

At the end of September it was obvious the Italians were not 

going to move from their frontier fortresses in the near future. Sensing 

an opportunity, Wavell once again set himself to the task of attacking 

the Italians. On 20 October he wrote Wilson ordering him to examine 

the possibility of an attack in the Sofafi-Sidi Barrani-Buqbuq area, an 

operation that was to be “a short and swift one, lasting four or five days 

at most.”11 Before any plan could be executed, however, the British had 

to determine the disposition and composition of the Italian forces before 

them, while denying the Italians the same information on their own forces. 

Preparing the Battlefield

To attack such a strong force, the British had to dominate the 

information war in the theater. At the onset of the war, the British Military 

Intelligence branch of the War Office had broken the Italian Air Force 

high-grade cipher codes. Eighty percent of these ciphers were readable 

and yielded a wealth of information on the effects of RAF bombing raids, 

and the results of Italian reconnaissance missions over British lines.12

Additionally, the same high-grade Signals Intelligence (SIGINT), known 

as ULTRA, allowed the British leadership in London to discount the 

sudden and unexpected appearance of German Army units in the desert 

for the immediate future. Finally, SIGINT yielded the details of the Italian 

84
dispositions in their camps facing the Western Desert Force, especially 

after the Army’s crypto-analytic section in Cairo broke the cipher used 

by all Italian formations down to brigade level.13 Wavell, however, would 

find himself at odds with the General Staff and Churchill over the strategic 

importance of the upcoming battle, because he was not privy to ULTRA 

intercepts until March 1941.14 All this information could not fully meet 

O’Connor’s needs. Aggressive patrolling, aerial reconnaissance, and 

innovation were needed to complete the intelligence picture. 

Ground reconnaissance was the forte of the 11th Hussars. On 11 

June 1940, the day after Mussolini declared war on Great Britain, the Rolls 

Royce armored cars of the regiment crossed the frontier wire into Libya 

and attacked the outposts of the Italian Army near Sidi Omar.15 With his B 

Squadron16 reconnoitering Italian positions around Fort Capuzzo, Major 

Geoffrey Miller positioned his headquarters troop to guard the gap in the 

wire that delineated the border between British Egypt and Italian Libya. 

As Miller waited in the cool night air for his troops to report, he spotted 

headlights approaching from the south. Scrambling onto both sides of the 

track, the crews of the two armored cars waited for four trucks, headlights 

blazing, to come into range. The Hussars opened up with every weapon 

they could muster, stopping the trucks and drawing cries of terror and 

panic from their occupants. Only a few shots were fired by the Italians in 

return, and angry Italian voices screamed for a cease-fire. As the Hussars 

rushed forward to take control of their newfound booty of prisoners, 

the two indignant Italian officers in charge of the hapless soldiers were 

astonished to learn they were at war! It seems someone forgot to tell the 

Italian soldiers at the front that Mussolini had declared war.17 If Operation 

Compass was to be successful, the same aggressive reconnaissance was 

needed in October and November. The final plan would depend on the 

skill and quality of the reconnaissance effort.

The 11th Hussars set about the task of determining Italian 

intentions as soon as the advance stopped on 16 September. The continual 

grind of patrolling, coupled with the wearing effects of the desert and 

combat losses, sapped the strength of the Hussars. They needed rest and 

maintenance, but given the odds, O’Connor simply could not afford to 

pull the Hussars and their armored cars out of the line. He had to know 

the strength and disposition of Italian forces in each of the camps. How 

many tanks and artillery pieces were in each? Where were the minefields 

and anti-tank obstacles? Were the camps mutually supporting, and were 

there mobile groups of tanks and infantry that could strike the British 

85
flanks as they attacked? O’Connor could not, and would not, concede the 

reconnaissance fight to the Italians. In a meeting with his commanders, 

O’Connor created a new organization to fight the reconnaissance battle — 

the “Jock Column.”18

The Jock Column was named after Lieutenant Colonel J.C. (Jock) 

Campbell, 4th RHA, and consisted of small combined arms formations. 

The armored cars of the 11th Hussars were supplemented by a battery 

of 25-pound artillery, an infantry company for protection and close-in 

patrolling, and anti-tank guns for countering Italian armor, all under the 

command of Campbell. The mission of the Jock Column was to dominate 

the reconnaissance and counter-reconnaissance fight in the area separating 

the two armies. Several Jock Columns were in action by the end of October, 

“establish[ing] the moral superiority over the Italians which was to assist 

so greatly in the gaining of the victories of the next few months.”19 As the 

Jock Columns blinded the Italians to the disposition of the British troops, 

Wavell, Wilson, and O’Connor pondered the details of Compass.

In his 20 October letter to Wilson, Wavell went into great detail 

as to how to conduct the attack. He proposed a two-pronged effort against 

both flanks of the enemy line, with the two divisions of the Western 

Desert Force attacking abreast, meeting in an envelopment that would 

off the Nibeiwa and Tummar camps.20 All troops could be used for the 

offensive including the garrison at Mersa Matruh under Brigadier A.R. 

Selby (approximately 1,800 strong and called Selby Force), and the 

newly arrived 7th Royal Tank Regiment (RTR) and its fifty heavy “I” 

(Infantry) tanks.21 Secrecy was of the utmost importance to Wavell. To be 

successful, the Western Desert Force had to deceive the Italians as to their 

true intentions. He closed his letter to Wilson with the following warning: 

“I do not wish the contents of this note disclosed or the plan discussed 

with anyone except your Brigadier General Staff, General O’Connor and 

General Creagh (commander 7th Armored Division).”22

Wilson sent a copy of the letter to O’Connor and went forward 

to discuss the idea with his tactical commander. Neither man liked the 

plan. Attacking Sofafi from the south would add more than fifty miles to 

the approach march, stretching communications systems of two widely 

dispersed wings to the breaking point.23 Additionally, air support, which 

was already desperately thin in the Middle East, was barely sufficient to 

cover only one battle area. General O’Connor digested the Commander 

in Chief’s letter and conceived an imaginative plan that was daring in its 

86
boldness. He proposed to attack into the gap between Sofafi and Nibeiwa 

camps cutting the Italian forces in two, screen Italian forces to the south, 

and then drive north to the coast behind Maktila and Tummar, oriented on 

Buqbuq.24 Wavell approved the plan on 2 November, accepting the risks 

involved. The quantity of the Italian Tenth Army was to be met with the 

quality of the Western Desert Force.

While the British generals formulated Compass, Mussolini 

seethed at the lack of inaction of his army in North Africa, and of the 

condescending nature of the treatment Hitler afforded his Italian ally. 

In a memorandum to Graziani at the end of October, Mussolini railed at 

the inactivity since the initial advance into Egypt. He asked his general, 

“Will it have been worth sixteen months at war to bring home just Sidi 

Barrani?”25 As he tried to goad Graziani into action, Mussolini decided 

on a course of action that threatened Compass before the Western Desert 

Force crossed their starting points; on 28 October, Italy invaded Greece. 

Predictably, Prime Minister Winston Churchill offered troops and 

aircraft to Greece, forces that could only come from Wavell’s command. 

The Greek government had no desire for British soldiers unless a substantial 

number were committed, but the aircraft were welcomed.26 Vital to the 

success of Compass, however, was the ability of the RAF to keep the 

Regia Aeronautica (Italian Air Force) from discovering preparations for 

the attack, and to provide close air support and interdiction. Just as the 

aggressive actions of the 11th Hussars pushed the Italians onto the defensive 

until September, RAF No. 202 Group and its commander, Air Commodore 

R. Collishaw, kept the enemy off balance through a combination of fighter 

patrols, bombing raids, daring, and bluff. The single Hurricane fighter 

in the theater moved continually around various airfields to deceive the 

Italians as to the number of modern fighters actually opposing them.27 

In response to Churchill’s desire to aid Greece, five squadrons 

of aircraft moved to airfields in Greece in November, with only three 

squadrons arriving in the Middle East from England to take their place. 

Despite the impact of these losses on the Desert Air Force, many of the 

aircraft replacements were newer, modern types including Hurricane 

fighters and Wellington bombers.28 From the moment Italy declared 

war, however, Collishaw did not hesitate to use his aircraft, whatever 

the vintage. As the fight in Europe transitioned from the green fields of 

France to the blue skies over Britain with the danger of German invasion 

imminent, repair parts and replacement aircraft could not be spared for the 

87
Middle East. From Cairo, Longmore drove this point home to Collishaw 

at the end of July: “We are rapidly consuming available resources of all 

types of aircraft in the Command, and must in consequence exercise still 

greater economy in their employment.”29 Collishaw decreased his activity 

and husbanded his resources, but he never relinquished the skies over the 

western desert to the Italians.

The Royal Navy and Admiral Andrew B. Cunningham, 

Commander in Chief, Mediterranean, faced conditions that were similar 

to their RAF counterparts. Throughout the opening months of the war 

with Italy, the Royal Navy and the Italian Fleet skirmished many times, 

including actions at Calabria on 9 July, and off Cape Spada on 19 July. On 

the whole, however, the Italian Navy seemed as reluctant as their Army to 

fight the British. Although the Italians added the 15-inch gun battleships 

Littorio and Vittorio to the fleet in August, few surface actions were fought. 

The primary menace to British shipping was from the air. Italian aircraft 

ranged nearly the entire breadth of the Mediterranean, attacking Alexandria 

on nine separate occasions in July and August and raiding the canal area 

on 28 August.30 In September, the aircraft carrier HMS Illustrious with its 

modern radar and fighters joined Cunningham’s fleet, serving to balance 

the advantages of the Italian land-based air power.31

Despite the number of battleships, cruisers, and destroyers of both 

Navies in the Mediterranean, it was the newly arrived Illustrious and her 

complement of Swordfish biplanes that struck the greatest blow against 

the Italian fleet. On the night of 11 November, Lieutenant Commander 

Kenneth Williamson led his obsolete, under-powered torpedo planes into 

the teeth of the defenses at Taranto. Braving the fire of 21 batteries of fourinch guns, nearly 200 machine guns, searchlights, and numerous barrage 

balloons, the Swordfish put torpedoes into the battleships Littorio, Duilio, 

and Cavour. The audacity and bravery of Williamson’s pilots shifted the 

balance of naval power in the theater to the British for many crucial months, 

eased supply problems for the Middle East, and dealt yet another blow to 

Italian morale.32 It was now up to O’Connor and the Western Desert Force 

to dispense the fatal blow to the Italian forces in North Africa.

As the concept for Compass matured, O’Connor realized the coming 

battle depended on his control of the gap that existed between the Nibeiwa 

and Rabia camps in the center of the Italian line. Italian reconnaissance 

units could easily discern his intentions and derail Compass if they 

were allowed to patrol the vital Bir Enba area. Accordingly, O’Connor 

88
pushed the two battalions of infantry and the artillery of Brigadier W.H.E. 

“Strafer” Gott’s Support Group33 of the 7th Armored Division into the gap 

on 19 November.34 Fighting a tough counter-reconnaissance fight would 

keep the Italians blinded tactically, furthering O’Connor’s deception and 

security efforts. 

As they moved into the gap, Gott’s infantry clashed with a strong 

Italian force of tanks and truck-borne infantry. The Italian force was led by 

General Maletti out of the Nibeiwa camp, including twenty-seven M11/39 

tanks of the 4th Tank Regiment and elements of the 2nd Libyan Division. 

The southern Jock Column of the support group engaged Maletti’s force 

and mauled them, destroying five tanks, inflicting over 100 casualties, and 

taking 11 prisoners. British losses were three killed and two wounded. 

Following this engagement, the Italians stayed in their camps and ceded 

control of the area to the British.35 Gradually, reconnaissance elements of 

the 4th Indian Division moved into the area to scout the Italian positions 

under the pretext of relieving the Support Group. Coupled with the aerial 

reconnaissance of the RAF, O’Connor gained an accurate picture of Italian 

dispositions in the area, while maintaining tactical surprise.

In the quest for secrecy, however, Wavell chose not to inform his 

superiors in London of his plans for an attack, including Prime Minister 

Winston Churchill. As the conflict in Greece gained momentum, Churchill 

demanded Wavell send more and more of his force to Greece. Fortunately, 

Anthony Eden, Secretary of State for War, was visiting Wavell at 

the moment, allowing Wavell to brief him in person on the details of 

Compass. Cairo was full of Italian sympathizers and Wavell did not want 

to tell anyone about the attack until the plan was finalized, but he “realized 

Winston’s sanguine temperament and desire to have at least one finger in 

any military pie.”36 Wavell was fearful that any leak would forewarn the 

numerically superior Italian forces and doom Compass to failure. Once 

apprised of Wavell’s intentions by Eden, Churchill gave his wholehearted 

support to the venture. 

For Wavell, the whole Greek affair afforded an opportunity to 

further his deception efforts. With Italian attention focused on Greece and 

only a handful of individuals on his own staff even aware of his intentions, 

the impression was created in Cairo that the Western Desert Force was 

weakened seriously by the siphoning of troops to bolster the Greeks. 

Written instructions were kept to a minimum, and administrative services 

were given no prior information of the attack.37 As the Support Group 

89
and the 11th Hussars dominated the reconnaissance fight, Western Desert 

Force trained for the coming clash. A full-scale rehearsal was needed, but 

a rehearsal itself might betray British intentions. O’Connor solved this 

problem and contributed to the deception effort by calling the rehearsal 

for the opening battles of Compass Training Exercise No. 1. Training 

Exercise No. 2, scheduled in the second week of December, would 

serve as the deception story for the approach marches necessary to move 

Western Desert Force into position to launch Compass. The fighting units 

would not be told of their real purpose until the approach marches were 

underway. Leaves would not be stopped until three days prior to the start 

of the operation, and the necessary forward supply dumps were explained 

as essential for defensive operations.38

Training Exercise No. 1 began on the evening of 25 November 

1940 with the arrangements for the night approach march tested. At 

daylight, O’Connor conducted the exercise along orthodox lines. The 

Matilda tanks of 7 RTR led the assault of the 4th Indian Division, with 

the troops waiting more than two hours in their attack positions in broad 

daylight, while the artillery registered on replicas of the Italian camps at 

Nibeiwa and Tummar that were constructed from information provided by 

aerial photographs. The exercise showed that the standard infantry attack 

on a wide front with the artillery registering prior to the assault entailed 

intolerable delays and negated surprise.39 O’Connor, Wilson, and three key 

staff officers studied the training exercise and decided on a bold course of 

action. Aerial and ground reconnaissance showed that vehicles entered and 

left the camps from the western side. The Matildas would lead the attack 

into these entrances at first light, after only a short artillery preparation. 

A brigade of truck-borne infantry from the 4th Indian Division would 

follow the tanks and dismount as close as possible behind them, as another 

battalion attacked the camp from the eastern side to divert attention.40 

The 7th RTR and its Matilda I tanks were vital to the success 

of Compass. The 26.5-ton Matilda sported 78mm thick armor and was 

impervious to all Italian anti-tank guns and artillery at the time. Although 

twin 87 horsepower engines could power it at speeds up to 15mph, its 

cross country speed was only 8mph, ungainly but fast enough for its task 

in Compass. Armed with a 2-pound (40mm) main gun and a coaxially 

mounted machine gun, the Matilda and 7 RTR performed well in France 

in May 1940 against the Wehrmacht.

41 The tanks of the regiment left 

England on 21 August along with the 3rd Hussars (light tanks) and 2nd 

RTR (Cruiser t 59 anks), arriving in Port Said in mid-October, joining 

90
the Western Desert Force as a Corps unit.42 Their main armor opponents 

consisted of the Italian M11/39 medium tank, and a light tank, the L3. 

The M11/39 weighed eleven tons and had a 37mm main gun 

mounted in the hull and two machine guns in a turret. With a crew of 

three, it was under-powered and its armor was riveted and thin (30mm 

maximum), making it susceptible even to the fire of British anti-tank 

rifles. The M11/39 was originally designed as an infantry support tank, 

but mounting the main gun in a limited traverse mount in the hull made it 

a poor main battle tank. Only seventy M11/39 tanks were produced, and 

all were in the two battalions of the 4th Tank Regiment in the desert at the 

start of Compass. A few M13/40 medium tanks, mounting a 47mm cannon 

in a turret, made it to the desert by December 1940. The L3 light tank 

barely weighed three tons, with twin 6.5-mm machine guns in the turret. 

It was by far the most numerous Italian tanks in the desert, making up the 

bulk of the Italian armored strength. The L3 propelled its two crewmen at 

25mph on roads and 9mph cross country, but had only 13mm of frontal 

armor protection.43 

Even though his armor seemed superior, O’Connor could not 

afford to lose the element of surprise. The stocking of the forward supply 

depots, vital to the sustainment of Compass, was nearing completion. 

Since 11 November, three motor transport companies churned through the 

desert stocking two forward supply depots with five day’s rations, two 

day’s supply of water, and enough ammunition and fuel for five days. The 

depots themselves were established 40 miles to the west of Matruh, about 

14 miles apart, one each for the 4th Indian and 7th Armored Division.44

O’Connor risked the discovery of the depots, but relied on camouflage and 

the aggressive counter-reconnaissance of the Support Group to protect the 

depots and the secret of Compass. 

With no tank transporters or recovery vehicles in the Western 

Desert Force, O’Connor restricted the movement of tanks and armored 

vehicles at the end of Training Exercise No. 1, but the infantry and battle 

staffs continued to train for the coming fight. On 28 November, Wavell 

began considering the possibility that Compass could be more than just 

a five day raid. He wrote Wilson in Cairo, assuring him “that the boldest 

action, whatever its results, will have the support not only of myself, but 

of the C.I.G.S. and of the War Cabinet at home.”45

91
92

Map 7. Graziani’s advance-Wavell’s Offensive.
A final meeting took place in Cairo on 4 December between 

Wavell, Wilson, and O’Connor. Following the meeting, O’Connor moved 

to his forward headquarters at Maaten Buggush with his Navy and RAF 

liaison officers to monitor the movement to the forward positions. 

The important approach march would be made by the Western 

Desert Force in two stages. 7th RTR was the first unit to move, the Matildas 

lumbering along the desert floor at 8mph, arriving north of Supply Depot 

No. 4 on 5 December. After 36 hours of maintenance, the regiment moved 

to rendezvous with the 11th Indian Brigade of the 4th Indian Division 

at Bir el Kenayis. The 4th Indian Division started its movement on 6 

December, moving from its assembly areas near Gerawla to Bir el Kenayis 

on a cold and overcast day. The movement lasted all day, 5,000 vehicles of 

the division going unnoticed by the Italians, scattered over an area of thirty 

square miles on the desert floor.46 

For weeks, 7th Armored Division’s base camp was just south of the 

laager of 4th Indian Division’s vehicles. On 7 December the infantry of the 

Support Group and the armored cars of the 11th Hussars led the divisional 

move toward the Enba Gap, with the soldiers still unaware that Training 

Exercise No. 2 was actually the beginning of Operation Compass and 

the Battle of Sidi Barrani ng Graziani’s advance and Wavell’s offensive). 

The day was cold and hazy, with visibility worsening as the day wore 

on. Lieutenant Cyril Joly’s squadron followed in the wake of the Support 

Group:

I noticed with no particular interest that the Support 

Group had moved out earlier across our front and were 

now some miles ahead. Behind us I could see the dust 

raised by more vehicles. But soon a mist settled over the 

desert which shrouded all but the nearest vehicles and hid 

the country over which we were moving, so that I could 

not even occupy my time by surveying the scenes around 

me. The mist was thick enough to prevent any accurate 

reading of a sun compass and so, to my annoyance, I 

could not follow the course of our move. In wireless 

silence, shrouded in mist and resigned to another period 

of boredom, I spent a lonely and dispiriting day perched 

in the cupola of the turret, in discomfort and chilled by the 

cold winter wind.47

93
Although the lieutenant cursed the mist and dust, it served 

to conceal the movement of the division toward a point that was just a 

scant 15 miles from the Italian camp at Nibeiwa. O’Connor moved his 

headquarters forward on the same day Lieutenant Joly and his fellow 

tankers lurched through the desert, moving to the high ground south and 

east of his forces. This forward assembly area of the Western Desert Force 

took on the cheeky sobriquet of “Piccadilly Circus.”48

The 4th Indian Division conducted their final move before dawn 

on the morning of 8 December, traveling over 60 miles to positions in 

Piccadilly Circus. The speed of the move was a mere 8mph, and once 

again a ground haze and overcast skies shrouded the movement of the 

bold attackers. The daylight move was necessary, however, despite the 

risk of discovery. The superb counter-reconnaissance efforts of the past 

two months by the Support Group’s infantry and artillery and the armored 

cars of the 11th Hussars now paid off, as no Italian forces patrolled outside 

the walls of their camps for fear of clashing with the tenacious British. 

A lone enemy aircraft appeared overhead around noon, but O’Connor 

counted on lethargy in the Italian command to slow any report, and even 

if the pilot was fastidious in his reporting, “no action would result for 

another 48 hours. This actually was the case.”49 By 1600 hours the move 

was complete and the waiting began.

A big reason for the dearth of Italian air reconnaissance was the 

work of the RAF as it covered the movement of the Western Desert Force. 

By stripping the rest of the theater of aircraft, Air Marshall Longmore 

provided No. 202 Group with two squadrons of Hurricanes, one Gladiator 

squadron (48 fighters total) and 116 bombers. Air Commodore Collishaw 

put the aircraft to good use, attacking the Italians over a wide area, forcing 

them to disperse their fighters and keep them on the defensive. On 4 

December Blenheim bombers of 202 Group attacked El Adem, the main 

Italian air base in Libya, followed three days later by an attack on the 

air base at Bernina, outside Benghazi. Wellington bombers from Malta 

joined the fray by attacking the base at Castel Benito that same night. As 

the soldiers of the Western Desert Force rumbled toward their assembly 

areas in Piccadilly Circus, the Hurricanes and Gladiators of the Group 

swept the forward area.50 Under the drone of aircraft engines and the crash 

of bombs dropped on the camps, the final night movement began toward 

attack positions.

94
A Prudent Risk

With all the pieces in place, O’Connor signaled the Western Desert 

Force to begin the attack against the much larger Italian army. As darkness 

descended on the desert and a full moon filled the sky, the 11th Indian 

Brigade and the 7th RTR moved forward another thirteen miles toward the 

rear of Nibeiwa. Overhead the fighters and bombers of the RAF continued 

to harass the Italian defenders and drown out the noise of the approaching 

tanks with their engines and bombs. Along the coast the 1,800 man strong 

Matruh garrison under Brigadier A.R. Selby (Selby Force) moved toward 

Maktila with the mission of preventing that garrison from reinforcing the 

Tummar Camps. Selby left a brigade’s worth of dummy tanks in his rear 

to give the Italian Air Force something to shoot at should they decide to 

enter the fray. The Royal Navy joined the fight with the gunboat Aphis and 

the monitor Terror and her twin 15-inch guns shelling Maktila during the 

approaching march of Selby Force. The gunboat, Ladybird, added to the 

Italian discomfort by shelling Sidi Barrani at the same time.51 

As the Italians were discomfited by the attacks of the RAF and 

Royal Navy, the 4th Battalion, 7th Rajput Regiment, dismounted from their 

trucks only three miles from the eastern edge of Nibeiwa Camp. Brushing 

aside Italian listening posts, the battalion launched a diversionary attack 

against the southeastern face of the camp at 0500 hours on 9 December. 

Firing every weapon they had, the Indians kept the Italians busy while 

the 11th Brigade and the 45 Matildas of 7th RTR moved to within four 

miles of the western approach to the camp.52 Flares and tracers danced 

through the cold night air illuminating the camp. After nearly an hour, the 

firing died out with silence once again claiming the night. General Maletti 

surveyed the scene and retired to his tent after a nip of cognac; breakfast 

would be served promptly at 0730 hours. It was a breakfast he would never 

get to eat.

At 0715 hours the 72 guns of the 4th Indian Division opened fire 

on the Nibeiwa Camp. Sixty-pound and 25-pound shells crashed among 

the tents and buildings of the camp, sending the defenders scurrying for 

cover. Ten minutes later, Major Henry Rew led A Squadron, 7 RTR, across 

the start line with his troops abreast, 1,500 meters from the back gate of 

the camp, followed by B Squadron, with D in reserve.53 Bren gun carriers 

carrying the 2nd Battalion, The Queen’s Own Cameron Highlanders, and 

the 1st Battalion, 6th Rajput Regiment, moved on the flanks of the Matildas, 

while the gunners of 31st Field Battery Royal Artillery slammed 25-pound 

95
shells into the defenders. Rew’s tankers covered nearly 800 meters before 

the first Italian artillery shell fell among his troops. The western approach 

to the camp was indeed devoid of mines just as the reconnaissance had 

shown. The Matildas pressed on through the gap in the minefield as the 

Italian gunners fired desperately over open sites at the British tanks.

General Maletti was not completely unprepared, however. He had 

the twenty-three M11/39 tanks of the 4th Tank Regiment positioned astride 

the track leading into the camp. As the Matildas of A Squadron closed the 

range between themselves and the camp, they started firing at the Italian 

tanks and their crews. The 2-pound shot of the Matilda penetrated the 

M11s easily, while machine guns raked the crews that did not react fast 

enough to get aboard their tanks. The Italian tank crews “were in all states 

of dress and were darting about attempting to start their engines,” as the 

Matildas ground inexorably forward.54 Fire engulfed several M11s, with 

only a few getting their engines started before they too were penetrated by 

the fire from the Matildas. In ten minutes every Italian tank was destroyed 

and Rew’s squadron entered the camp.

The Italian artillerymen gallantly manned their guns in the face 

of a relentless advance. One by one they were mowed down with 2-pound 

shells and machine gun fire, as their own shells burst harmlessly against 

the thick armor protecting the crews inside the Matildas. Desperate, a few 

brave Italian infantrymen broke from their bunkers and attacked the I tanks 

with bundles of grenades, only to be shot down. B Squadron followed A 

Squadron through the opening into the camp, fanning out and destroying 

everything in their path. Machine guns, artillery pieces, and their crews 

were destroyed by the volume of fire from the tanks, with several guns 

crushed beneath the tracks of the Matildas. Artillery continued to rain down 

on the camp’s defenders as the tankers did their deadly work, adding more 

steel and death to the carnage. Smoke, fire, and bursting shells allowed 

no one unprotected by armor to live long within the confines of Nibeiwa 

Camp.55

Fifteen minutes after Rew’s tanks entered the camp, the truck 

mounted infantry of the 11th Indian Brigade crossed the start line and 

dismounted 700 meters from the perimeter. They moved in behind B 

Squadron, 7 RTR, and began reducing the pockets of resistance left among 

the ruined guns and shattered bodies of the defenders. The shrill notes 

of a bagpiper announced the entrance of the Highlanders to the camp, 

bayonets fixed, as hundreds of enemy soldiers tried to escape or surrender. 

96
The Matildas moved methodically from pocket of resistance to pocket 

of resistance, flushing into the open the few remaining Italian defenders 

willing to continue the fight. A bewildered but game General Maletti 

emerged from his dugout, firing a light machine gun, only to be cut down 

instantly by a quick burst of machine gun fire from a nearby tank.56

By 1040 hours, the resistance in Nibeiwa ended. Hundreds of 

dead Italian and Libyan soldiers, destroyed tanks, artillery pieces, and 

machine guns littered the confines of the camp. Nearly 2,000 prisoners 

were rounded up including 80 officers. British casualties were light, 

totaling fifty-six men killed and wounded, with one of the dead being 

Major Rew.57 The commander of 7 RTR, Lieutenant Colonel Roy Jerram, 

struggled to disentangle his A and B Squadrons from the wreckage of 

Nibeiwa, while D Squadron moved to link up with 5th Indian Brigade in 

order to spearhead the attack into Tummar West. In the confusion, dust, 

and smoke cloaking Nibeiwa, six Matildas of A Squadron were disabled 

when they ran into a minefield outside the camp as they hurried to rearm 

and refuel. Rising wind and a growing haze added to the confusion and 

reduced visibility even more, but Lieutenant Colonel Jerram managed to 

push 22 tanks forward to lead the assault on Tummar West.58

While the fight for Nibeiwa raged, 7th Armored Division protected 

the left flank of the attacking 4th Indian Division. The infantrymen of the 

Support Group moved to blocking positions around the enemy camps at 

Rabia and Sofafi to keep them from reinforcing their unfortunate comrades 

to the north, while 4th Armored Brigade and the 11th Hussars moved west 

of the fighting at Nibeiwa, and then due north to cut the coast road at Sidi 

Barrani. Moving through Azziziya, the tankers accepted the surrender of 

the garrison of 400 men without a fight. The brigade continued moving, 

with the light tanks of the 7th Hussars moving astride the coast road and 

patrols of the 11th Hussars probing west toward Buqbuq. Telegraph lines 

were cut and several small columns of Italian transport, oblivious to the 

fighting, were captured. The 7th Armored Brigade remained in reserve, 

while Selby Force advanced slowly against the 1st Libyan Division in 

Maktila.59

Major General N. M. de la P. Beresford-Pierse, commander of 

the 4th Indian Division, watched the fight for Nibeiwa from a small rise, 

and ordered the attack on Tummar West to begin at 1100 hours, but it was 

not until 1350 hours that D Squadron, 7 RTR, crossed the start line. There 

was no hope of surprise as the 22 Matildas ground methodically through 

97
the sand and wind to deliver their blow to the defenders. The sequence of 

the attack used at Nibeiwa was repeated here, as artillery crashed among 

the defenders while the tankers drove through the unmined northwestern 

approach to Tummar West. Once again the Italian artillerymen worked 

their guns, only to watch their shells smack harmlessly against the sides 

of the tanks. Once again the 2-pound shells and machine guns found their 

marks in yielding flesh and brittle metal, maiming and killing anything 

that dared contest their advance. After 20 minutes of carnage, the infantry 

of 5th Indian Brigade moved to within 150 meters of the camp in their 

trucks and joined the fray. By 1600 hours the camp was subdued, yielding 

another 2,000 prisoners and several hundred Italian dead.60 

Watching the destruction of his comrades was more than the 

commander of Tummar East could stomach. He launched his two M11 

tanks, infantry on foot, and six trucks filled with infantry to the aid of 

the Tummar West garrison. They met a grisly fate at the hands of the 4th 

Battalion Rajput Rifles, who were placed between the two Tummar camps 

by the 5th Brigade commander to forestall just such an event. Rifle and 

machine gun fire from the Sepoys raked the Italians, while Boyes anti-tank 

rifle fire penetrated the M11s, causing them to flee back into Tummar East. 

The remaining infantry quickly broke and fled the scene, leaving over 400 

killed and wounded without inflicting a single casualty on the Indians.61

Meanwhile, Colonel Jerram struggled to reform his regiment and get it 

moving toward Tummar East before darkness swallowed the battlefield.

Jerram was distressed to learn the 5th Indian Brigade commander 

was keeping several Matildas in Tummar West to forestall any further 

counterattacks. Mechanical difficulties reduced the number of Matildas 

mission capable even further, leaving only nine tanks to mount the attack 

on Tummar East. The turrets on three of the tanks were jammed from the 

cumulative effect of Italian hits, but Jerram “thought it justifiable to send 

them in because of their moral effect.” Formed into three composite troops 

of three tanks each, the Matildas rumbled toward Tummar East, with 

the infantry following in their wake. The murk created by the approach 

of dusk and the continuing sandstorm caused the infantry and tanks to 

become separated. One of the troops of Matildas veered away from the 

main attack and ran into the enemy defending Point 90. The other six 

tanks attacked Tummar East completely unsupported by infantry. The 

tankers started their attack on the camp, but the gathering gloom caused 

Beresford-Pierce to recall the attackers into a night laager between the 

East and West Tummar camps.62 

98
As his soldiers and tanks shredded the Italian defenses, General 

O’Connor moved forward to see the battlefield.

I remained in my headquarters until I got some information 

in, and then went off and saw the commanders, bringing 

a small staff with me. I always found this method paid me 

well. I left my Brigadier General Staff [Chief of Staff] at 

my headquarters if I was out, and he knew my plans, and 

could prepare the administrative side.63

Indeed, every commander in the Western Desert Force knew and 

understood O’Connor’s intent. Unencumbered by a huge headquarters, his 

tactical command post for the entire corps consisted only of one truck 

and his staff car. O’Connor visited the critical points of the battlefield 

inspiring his subordinate commanders. Visiting the 7th Armored Division, 

he ordered patrols to the west of the Sofafi Camps to keep the Italians 

from escaping, and suggested a staff officer report to 4th Indian Division 

Headquarters to arrange the contact points between the divisions. At 

1700 hours, he joined Beresford-Pierce in Tummar West and ordered the 

cheroot-smoking commander to take Sidi Barrani the next morning.64 

The Fall of Sidi-Barrani

It had been a fantastic first day of Compass. Surprise, realistic 

training, superior equipment, and inspiring leadership coalesced to gouge 

a huge hole in the Italian defenses. O’Connor did not intend to allow the 

reeling Italian commanders time to recover their balance. Even though 

the Italian Air Force made brief appearances over the battlefield on 9 

December, the Hurricanes and Gladiators of No. 202 Group flew as many 

as four sorties each, establishing local air superiority over the attackers.65

The uncommitted 16th Infantry Brigade moved during the night of 

9/10 December to get into position to assault Sidi Barrani at first light, 

while Jerram and his squadron commanders worked feverishly to get the 

Matildas of 7 RTR back into fighting shape. 

The 16th Infantry Brigade was in position at dawn to attack Sidi 

Barrani, but the tanks of 7 RTR and the divisional artillery had not linked 

up for the attack. A bitter wind continued unabated on the morning of 10 

December, and intermittent fog covered large portions of the battlefield. 

Brigadier C.E.N. Lomax, commander of the brigade, decided not to wait 

for the tanks and artillery to find him, launching an attack on the south and 

99
western approaches to Sidi Barrani at 0600 hours. As his truck-mounted 

infantry fought the blowing sand and the fog, they moved to within two 

miles of the enemy positions. Suddenly, the capricious fog lifted and 

the efficient Italian artillery began pummeling the brigade. Infantrymen 

tumbled onto the desert floor, while anti-tank guns were brought into 

action against the artillery gun line. The attack faltered as the exposed 

brigade lay pinned to the ground.

Marching to the sound of the guns through the swirl of sand and 

smoke, ten Matildas of 7 RTR, led by Jerram himself, moved on the left 

flank of the brigade and crashed into the Italian artillery. The Italian gunners 

fought bravely, only to be shot down by 2-pound shells and machine gun 

fire from the marauding tanks. Advancing through the Italian gun line, 

Jerram’s tankers destroyed seven batteries of artillery, allowing the entire 

brigade to move forward and capture the western and southern defenses 

around the village. By 1000 hours the fighting slackened as another severe 

sandstorm engulfed the combatants, providing the British a chance to 

regroup and redirect their efforts to capture Sidi Barrani.66

To the east of Sidi Barrani, the 1st Libyan Division moved out of 

Maktila at dawn eluding Selby Force, while the Italian garrison at Tummar 

East surrendered at first light without a shot being fired. It was obvious 

to O’Connor and his commanders that the bulk of Italian forces on the 

coast were concentrated between Sidi Barrani and Maktila, with no relief 

column coming from the west. With the Italian 63rd Division bottled up in 

the Rabia and Sofafi camps by the infantry of the Support Group, the 5th 

and 11th Indian Brigades cleaning up Tummar East and Point 90, and 7th 

Armored Brigade in reserve covering the Enba Gap, O’Connor ordered the 

4th Armored Brigade to send 6th RTR back to the east to spearhead Selby 

Force’s destruction of the 1st Libyan Division. The 2 RTR would join the 

16th Brigade in a renewed attack on Sidi Barrani later that evening.67

The 6 RTR transited the length of the Italian defenses in the 

midst of a violent sandstorm that continued to blow most of the day on 

10 December. Visibility was so low that the regiment moved “in close 

formation as for a night march.”68 With the sandstorm abating, the regiment 

closed on the 1st Libyan Division, now in position among the sand dunes 

halfway between Maktila and Sidi Barrani. At 1715 hours, the cruiser 

tanks of C Squadron smashed into the hasty Italian defenses, attacking 

through the enemy and linking up with Selby Force. At midnight, Selby 

Force and 6 RTR administered a final concerted attack on the 1st Libyan 

Division, causing it to surrender nearly 5,000 soldiers.69

100
At 1600 hours that same day, 16th Infantry Brigade, now reinforced 

by 2 RTR and the entire divisional artillery, attacked the Sidi Barrani 

defenses once again. Attacking from west to east, the brigade passed 

through the entire Italian defenses in thirty minutes, pushing the remnants 

of the 2nd Libyan and 4th Blackshirt Division toward the positions of 

the 1st Libyan Division. Caught between the pincers of Selby Force and 

16th Brigade, the Italians surrendered on the morning of 11 December. 

By the early morning hours of 11 December, more than 20,000 prisoners 

swamped the British rear areas.70 With everything between Nibiewa and 

Sidi Barrani in British hands, only the Rabia and Sofafi camps remained.

During the evening of 10 December it was clear to everyone 

involved that the Western Desert Force was nearing the completion of a 

brilliant victory. The five-day raid was turning into a rout, with O’Connor 

eager to continue the attack. He ordered 7th Armored Brigade out of reserve 

in order to attack the enemy forces at Buqbuq, while Gott’s infantry-heavy 

Support Group was to destroy the enemy in the camps at Rabia and Sofafi. 

The light tanks of the 8th Hussars moved on the evening of 10 December 

to cut off any Italian attempt at escape. The 63rd (Cirene) Division 

evacuated their positions on the evening of 10/11 December, eluding the 

8th Hussars by moving along the top of the escarpment toward the frontier 

outpost at Halfaya Pass.71 Dawn on the morning of 11 December presented 

the Support Group with empty camps at Rabia and Sofafi. O’Connor 

was annoyed that the 63rd Division escaped, but the greatest blow to the 

Western Desert Force and O’Connor came not from the Italians, but from 

Wavell himself.

As Commander-in-Chief of the Middle East, Wavell faced a 

growing problem in East Africa. Within the Italian held territories of 

Ethiopia, Eritrea, and Somaliland, the Duke of Aosta commanded an army 

of 250,000 that threatened British positions in Sudan and Kenya. The 

success at Sidi Barrani presented Wavell with the opportunity to strike 

a similar blow against the Italians in East Africa. On the morning of 11 

December, O’Connor received a message from Wavell ordering the 4th 

Indian Division withdrawn from the battle and shipped eastward for use in 

the Sudan. O’Connor was stunned:

I had received no warning of this whatever, and 

consequently had made no plans to meet such a 

contingency. Its withdrawal at this juncture would 

produce a difficult situation...The situation was further 

101
greatly complicated by the large number of prisoners 

captured, now amounting to 20,000 who had all to be 

fed, watered, and guarded, and eventually brought back 

to Matruh....transport was required simultaneously for 

carrying back the 4th Indian Division, and the prisoners, 

and for carrying forward the 6th Australian Division. 

The situation, without a relief impending, from the 

administrative point of view was extremely difficult.72

The Australians were in reserve in Alexandria, but Wavell wanted 

the battle-hardened Indians for operations in east Africa. The bulk of 

O’Connor’s infantry had to pull out of the line and move east, while the 

untried Australians were moved forward. Additionally, Wavell was taking 

all of the transport and field artillery supporting 4th Indian Division, with 

the Australian Division having few trucks and only two regiments of 

artillery equipped with guns from World War I.73 The move was dependent 

on the success of Compass, and the availability of shipping. A convoy was 

in Suez on 11 December that could carry the troops to Port Sudan, and 

Wavell was worried that “the people at home” were nervous about Italian 

control of Sudan.74 Western Desert Force would be without vital infantry 

and artillery support for the next several weeks.

O’Connor showed no outward signs of discouragement to 

his subordinates and resolutely decided to continue the attack. He told 

Brigadier Caunter of the 7th Armored Division “that he was determined 

to pursue the enemy with the forces he had left to him.”75 The Western 

Desert Force reflected the confidence of its commander and continued the 

attack. As the 63rd Division moved along the escarpment toward Halfaya 

Pass and Sollom, the unrelenting 11th Hussars dogged their steps. Around 

noon, however, Italian fighters came to the aid of their harried brethren, 

strafing the aggressive Hussars and destroying two armored cars, allowing 

the retreat to continue unopposed for the remainder of the day.76

As the 3rd Hussars continued their move west, they found the 

entire 64th (Catanzaro) Division and the survivors of the previous two days 

fighting in defensive positions among the sand dunes and mud flats on the 

outskirts of Buqbuq. The last act of the Battle of Sidi Barrani was about 

to begin. With the 7th Armored Brigade commander unable to reach the 

fight because his tank was broken down, Lieutenant Colonel John Combe 

of 11th Hussars took charge of the force and formulated a hasty attack 

102
plan. The cruiser tanks of the 8th Hussars would attack frontally, while the 

light tanks of 3rd Hussars attacked the Italian flank, with a battery of RHA 

supporting the attack. The initial charge of 3rd Hussars was made across a 

dried salt marsh and met with the massed fires of thirty guns. 

As the tanks slowed to maneuver, they broke through the thin 

crust of the salt-pan, with many becoming stuck. Devoid of infantry 

support, the tankers returned fire furiously, until one by one the Italian 

gunners destroyed thirteen of their number. The 8th Hussars managed to 

avoid the fate of their brother regiment and moved along firm ground on 

the seaward flank, penetrating the Italian gun line, destroying twenty-four 

guns in routing the enemy. As in the previous day’s fighting, the infantry 

quickly lost any taste for the battle once its artillery was silenced. Over 

14,000 soldiers surrendered to the 7th Armored Brigade.77 At the end of 

the day on 11 December, only a smattering of Italian troops were left in 

Egypt, with the survivors of the fighting taking refuge in Sidi Omar and 

Fort Capuzzo across the border in Libya. 

The Taste of Victory

For Britain, battered by one disaster after another, the Battle 

of Sidi Barrani was an electrifying event. From 9 to 11 December, the 

Western Desert Force captured 38,000 Italian and Libyan prisoners, 73 

light and medium tanks, 237 artillery pieces, and more than 1,000 vehicles 

of all types. While inflicting terrible casualties on the enemy, British 

casualties totaled 624 killed, wounded, and missing.78 Five divisions had 

been smashed, four generals taken prisoner, and Italian confidence crushed 

beneath the superior maneuver, firepower, and leadership of the Western 

Desert Force. The number of Italian prisoners alone out-numbered the 

entire strength of the Western Desert Force!

As the evening darkness and cold enveloped O’Connor’s 

headquarters on 11 December, the commander faced mounting problems. 

His only division now operated more than 60 miles from its forward 

supply depot. His tanks were in dire need of maintenance, his infantry was 

being withdrawn; the first Australian brigade would not reach him until 

19 December. O’Connor took his great victory quietly and pondered his 

options. No one would have faulted him for stopping and cleaning up his 

rear area and bringing the 6th Australian Division forward. An operational 

pause was natural. O’Connor, however, chose to pursue. 

103
The next day, the 7th Armored Division drove the Italians into 

the defenses of Bardia. By 5 January 1941, Bardia had fallen and Western 

Desert Force, now renamed XIII Corps, drove its quarry into Tobruk. 

Tobruk succumbed on 22 January yielding another 22,000 prisoners, but 

O’Connor continued the pursuit, cutting off the retreating Italian Army at 

Beda Fomm on 6 February. Tenth Italian Army finally surrendered the next 

day. In a period of two months, Western Desert Force, never more than 

two divisions strong, advanced 500 miles, destroyed an army, captured 

130,000 Italian soldiers, 400 tanks, and 845 guns at the cost of 500 killed, 

1373 wounded, and 55 missing.79 Few British generals had ever gained so 

great a victory.

O’Connor’s brilliant success had its beginnings in the 

reconnaissance efforts of the 11th Hussars in the months prior to the Battle 

of Sidi Barrani and Operation Compass. The tactical innovation of the Jock 

Column gave the British not only physical, but also moral dominance, over 

the Italians as well as access to the critical Enba Gap, allowing O’Connor 

to move unseen into the Italian rear. By attacking from unexpected 

directions into seemingly secure defenses with superior equipment, the 

British created an image in the mind of the Italian commanders at all 

levels that they were facing an unstoppable force. From Sidi Barrani on 

9 December 1940, Generale di Divisione Gallina, signaled Graziani that 

the area under his command was “infested by a mechanized army against 

which I have no adequate means.”80 

The victory was by no means the army’s alone. The RAF fought 

masterfully to gain local air superiority over the critical battle areas, 

while the Royal Navy dominated the seaward approaches to the African 

coast. Interception and decryption of Italian high level codes and ciphers 

provided unparalleled intelligence on strengths and disposition of enemy 

forces. But above all, the great victory at Sidi Barrani would never have 

come to fruition without the indispensable and exceptional leadership of 

Richard O’Connor. He inspired and trained his soldiers; he infused his 

leaders with confidence; he dared; he won. Even when confronted with the 

loss of 4th Indian Division, O’Connor completed the Battle of Sidi Barrani 

and maintained pressure on the retreating Italians. 

Ironically, O’Connor’s superb success doomed the effort to drive 

the Italians completely from North Africa. With the situation well in hand, 

and the Italian Army on the verge of collapse, O’Connor was stopped 

by Wavell and Churchill on 11 February 1941. The Prime Minister was 

104
now more interested in events on the other side of the Mediterranean. 

Accordingly, O’Connor’s force was broken up and most of it shipped to 

Greece where it met an ignominious fate. On 12 February 1941, Erwin 

Rommel arrived in Tripoli, followed three days later by the first tank of 

the Africa Korps. The victories of O’Connor and the Western Desert Force 

were soon forgotten, as the war in the desert entered a new phase. 

105
Notes

1 I.S.O. Playfair, The Mediterranean and the Middle East, Vol. 1, The Early Success Against Italy (to May 1941) (London: Her Majesty’s Stationery Office, 

1954), 209.

2 Barrie Pitt, The Crucible of War: Western Desert 1941 (London: Jonathan Cape, 1980), 52-54; Playfair, 210.

3 Wilson, 50; Playfair, 265-266; Pitt, 86. A typical Blackshirt (Fascist) Division consisted of approximately 8,000 soldiers, with the 62d, 63d, and 64th 

Divisions at approximately 13,000 soldiers apiece. 

4 George Forty, Tank Action: From the Great War to the Gulf (London: 

Alan Sutton Publishing Limited), 67; Playfair, 267.

5 B.H.Liddell Hart, The Tanks (New York: Praeger, 1959), 40-41.

6 Correlli Barnett, The Desert Generals (Bloomington: Indiana University 

Press, 1982), 29; Pitt, 86-87. The Western Desert Force was a Corps size headquarters that was renamed XIII Corps on 1 January 1941.

7 Denis Richards, Royal Air Force, 1939-1945, Volume 1, The Fight at 

Odds (London: Her Majesty’s Stationery Office, 1953), 241-242

8 Richard Townshend Bickers, The Desert Air War, 1939-1945 (London: 

Leo Cooper, 1991), 14-16.

9 John Connell, Wavell: Soldier and Scholar (New York: Harcourt, Brace 

& World, Inc., 1964), 273.

10 John Baynes, The Forgotten Victor: General Sir Richard O’Connor

(London: Brassey’s, 1989), 64-67.

11 Connell, 278.

12 F.H. Hinsley, British Intelligence in the Second World War: Its Influence 

on Strategy and Operations, Vol. One (New York: Cambridge University Press, 

1979), 375.

13 F.H. Hinsley, 377-378.

14 Harold E. Raugh, Jr, Wavell in the Middle East, 1939-1941: A Study in 

Generalship (London: Brassey’s, 1993), 110-111.

15 Playfair, 118.

16 In the British Army, a squadron equals an American company or troop, a 

British troop equals a platoon, with most regiments of battalion size.

17 Pitt, 31-32.

18 Pitt, 69.

19 Major General G.L. Verney, The Desert Rats: The History of the 7th 

Armoured Division, 1938-1945 (London: Hutchinson, 1955), 25.

106
20 Baynes, 73.

21 Playfair, 259.

22 Connell, 278.

23 Wilson, 47.

24 Barnett, 31.

25 Pitt, 72.

26 Playfair, 229-231; Pitt, 73.

27 Playfair, 247.

28 Playfair, 251.

29 Richards, 246.

30 Playfair, 163-164.

31 Winston S. Churchill, Their Finest Hour (Boston: Houghton Mifflin 

Company, 1949), 533.

32 Pitt, 79-81.

33 The Support Group of the 7th Armored Division contained all of the 

infantry (2 battalions) in the division plus two battalions of artillery. The 4th and 

7th Armored Brigades were pure tank formations.

34 Barnett, 33. 

35 Bryan Perrett, Desert Warfare: From its Roman Origins to the Gulf Conflict (Northamptonshire: Patrick Stephens Limited, 1988), 87.

36 Connell, 277.

37 Connell, 284.

38 Baynes, 74-75; Connell, 284; Playfair, 265.

39 Ronald Lewin, The Chief: Field Marshal Lord Wavell, Commander-InChief and Viceroy, 1939-1947 (New York: Farrar Straus Giroux, 1980), 66.

40 Connell, 285.

41 Forty, 67-68.

42 Liddell Hart, 41.

43 John J.T. Sweet, Iron Arm: The Mechanization of Mussolini’s Army, 

1920-1940 (Westport, CT: Greenwood Press, 1980), 164-179.

44 Playfair, 262-263.

45 Connell, 286.

46 Pitt, 92-93.

47 Pitt, 94.

107
48 Baynes, 98.

49 O’Connor as quoted in Baynes, 97.

50 Richards, 270.

51 Playfair, 266.

52 Forty, 70.

53 There was no C Squadron in 7 RTR; the three squadrons were designated 

A, B, and D by longstanding tradition. See Liddell Hart, 35.

54 Liddell Hart, 45.

55 Pitt, 102-103.

56 Liddell Hart, 45; Playfair, 268.

57 Playfair, 268.

58 Liddell Hart, 46.

59 Playfair, 269.

60 Pitt, 106; Playfair, 269; Liddell Hart, 46.

61 Pitt, 107-108.

62 Playfair, 268, Pitt, 108.

63 Barnett, 37.

64 Baynes, 98.

65 Richards, 271-272.

66 Playfair, 296; Pitt, 112.

67 Baynes, 98; Pitt, 114; Playfair, 270.

68 Liddell Hart, 48.

69 Hart, 49.

70 Playfair, 270; Pitt, 116.

71 Playfair, 271; Pitt, 119.

72 Baynes, 101-102.

73 Lewin, 69. The third battalion of artillery assigned to the division would 

not arrive in theater until January 1941.

74 Lewin, 70.

75 Barnett, 40.

76 Pitt, 119.

77 Verney, 30-31.

78 Playfair, 273.

108
79 Baynes, 91; Perrett, 104.

80 Pitt, 115.

109

Chapter 6

The Road to Bizerte: The 9th Division Comes of Age

by

Colonel Peter R. Mansoor, USA (Retired)

Outstanding combat leaders are not always handsome, 

impetuous, bold risk takers. As the US Army bloodied itself in North Africa in 1943, Major General Manton S. 

Eddy, commander of the US 9th Infantry Division, recovered from early setbacks to achieve a dazzling success in 

the Sedjenane Valley. A combat veteran of the Great War, 

Eddy provided mature, decisive leadership in battle to a 

green, untested division that went on to become one of the 

best in the European theater. Steady and unspectacular, 

he would be rated at war’s end as one of America’s best 

senior commanders.

Badly in need of a victory after the debacle at Kasserine Pass and 

the indecisive action which followed at El Guettar, the United States II 

Corps faced a determined and capable enemy in northern Tunisia. Roughly 

handled in the preceding actions, the corps badly needed a success to restore 

the flagging confidence of its green soldiers. The US 9th Infantry Division, 

led by Major General Manton S. Eddy, gave it one with its determined 

attack through the Sedjenane Valley, a victory that forced the Germans 

to withdraw from their heavily fortified positions and opened the road to 

Bizerte. The seizure of Bizerte heralded the end of the Tunisian campaign 

and gave a much needed boost to American morale. For the soldiers of the 

9th Infantry Division, the maneuver through the Sedjenane Valley marked 

their transformation from inexperienced soldiers to seasoned veterans.

Ante Bellum

The 9th Infantry Division was activated on August 1, 1940, as part 

of the expansion of the Regular Army following the fall of France. The 

newly created division received a strong group of Regular Army cadre who 

formed a solid basis upon which to build a quality unit. Draftees composed 

111
less than half of the division’s personnel.1

 After the untimely death of the 

division’s first commander, Brigadier General Francis W. Honeycutt, in 

an airplane crash, the War Department assigned Major General Jacob L. 

Devers to command the division.2

 Devers would remain with the division 

for about a year. Under his strong leadership the division received a good 

start in its formative months.

The 9th Infantry Division finished its mobilization training by 

participating in the Carolina maneuvers, one of the two great General 

Headquarters (GHQ) maneuvers held in the summer and fall of 1941. 

Practicing with simulated artillery fire, flour sack bombs, broomstick guns, 

and beer-can mortar shells, the soldiers received little useful training. 

More important was the staff practice gained in the coordination of larger 

combat units in battle.3

GHQ planned to use the 9th Infantry Division as one of the first 

assault elements in future expeditionary force operations, so it assigned 

the division to the Amphibious Force, Atlantic, for amphibious assault 

training. Despite this vital mission, the division gave up thousands of 

experienced soldiers and noncommissioned officers to form cadres for 

the 78th, 82nd, and 88th Infantry Divisions, all of which would later 

establish distinguished combat records in Italy, France, and Germany. By 

September 1942 the division was once again at full strength in preparation 

for its participation in Operation TORCH, the invasion of North Africa, 

but the readiness of units varied considerably as many of the soldiers had 

only recently been assigned.

On 24 July 1942, Brigadier General Manton S. Eddy assumed 

command of the division. Eddy received a direct commission into the Army 

in 1916 and fought with the 39th Infantry Regiment, then part of the 4th 

Division, in France during World War I, where he served with a machine 

gun detachment and was wounded. During the interwar years, Eddy served 

in various assignments as a ROTC instructor, assistant operations officer 

in the Hawaiian Department, and (for six years) a student and instructor 

at the Command and General Staff College at Fort Leavenworth. He had 

been assigned to the 9th Infantry Division since 16 March 1942 as the 

assistant division commander. Ernie Pyle got to know Eddy in Normandy 

and commented that he “looked more like a schoolteacher than a soldier.”4

Despite his scholarly appearance, Eddy proved to be an outstanding 

commander during the war, his strong and decisive leadership a key factor 

in the success of the 9th Infantry Division in combat.

112
The plan for Operation TORCH, the invasion of North Africa 

in November 1942, mandated the use of the 9th Infantry Division in 

three separate locations: the 39th Infantry Regiment (the “Falcons”) at 

Algiers (Algeria), the 47th Infantry Regiment (the “Raiders”) at Safi 

(French Morocco), and the 60th Infantry Regiment (the “Go-Devils”) 

at Port Lyautey (French Morocco). Though considered a success, the 

invasion uncovered serious weaknesses in joint and combined operations, 

combined arms training, and small unit leadership. Fortunately, French 

resistance was for the most part light and an armistice quickly achieved. 

For the men of the 9th Infantry Division, the operation provided valuable 

if limited experience and engendered some confidence in their abilities. 

Nevertheless, the operation hardly went smoothly for the American forces, 

whose weaknesses became all too apparent in Tunisia several months later.

Introduction to Combat

The first battles waged by the Army of the United States during 

World War II were traumatic affairs. Hastily mobilized, inadequately 

trained units fared poorly when they met the combat experienced forces 

of the Wehrmacht for the first time in Tunisia in 1943. Near disaster at 

Kasserine Pass in February led to the relief of the United States II Corps 

commander, Major General Lloyd R. Fredendall. Under the leadership 

of the charismatic and forceful Lieutenant General George S. Patton, Jr., 

American forces performed only slightly better in the next encounter a 

month later at El Guettar. Unimaginative planning and poor execution 

characterized these engagements, which were decided more by mass and 

firepower than by skill and maneuver.

The Battle of El Guettar was a wake-up call for the 9th Infantry 

Division. Moved to Tunisia in the wake of the embarrassing defeat at 

Kasserine Pass, the division (minus the 60th RCT, which was detached to 

the 1st Armored Division) began operations in corps reserve. The mission 

of II Corps was to attack German positions near El Guettar in conjunction 

with an assault by the British Eighth Army against the Mareth Line. When 

the 1st Infantry Division ran into stiff resistance along the high ground east 

of El Guettar, Patton committed the 9th Infantry Division to the attack on 

28 March 1943. For the next 10 days the division fought for control of the 

high ground against a well-fortified enemy. Only the success of the British 

Eighth Army finally forced the Germans to retreat from their positions.5

113
The division’s performance at El Guettar left much to be desired. 

On the first morning of the attack the lead battalion of the 47th Infantry 

Regiment reported inaccurately that it had reached its objective.6

 When the 

Germans there halted its progress, the 2nd and 3rd Battalions maneuvered 

to envelop the enemy. The 3rd Battalion seized a key ridge, but elements 

of the 10th Panzer Division caught the 2nd Battalion in an engagement 

area and destroyed E Company. The remainder of the battalion lost contact 

with the division for 36 hours. When Major General Eddy committed the 

1st Battalion, 39th Infantry to extend the envelopment further to the south, 

it too became lost.7

The next day the situation got worse before it got better. The 

Germans ambushed the 2nd Battalion, 39th Infantry as it moved forward 

along the El Guettar-Gabes road in trucks. The battalion sustained heavy 

losses and became badly demoralized. The 1st and 3rd Battalions, 47th 

Infantry could not dislodge the German defenders from their positions. 

The 1st Battalion, 39th Infantry and the 2nd Battalion, 47th Infantry 

remained out of contact. The division regrouped during the night and 

finally reestablished contact with the two “lost” battalions.

For the next two days, the division made little progress. II Corps 

was out of touch with the situation, for on April 1st Patton ordered into 

execution the second phase of the corps plan, which called for the 1st 

Armored Division to pass through the 9th Infantry Division after it had 

opened a hole wide enough for the armor to begin exploitation. But until 

American infantrymen controlled the dominating high ground around 

Hills 369 and 772, the armor would go nowhere.8

On April 3rd, the entire corps artillery was placed under Eddy’s 

control. A massive barrage hit the German positions, but the 47th Infantry 

Regiment was slow to follow the preparation and failed to seize its objective. 

The next day the 47th Infantry tried to infiltrate German positions under 

cover of darkness, but again failed to dislodge the defenders. Only after 

the Germans withdrew from their positions on April 6th did the division 

make progress. On April 7th, the 9th Infantry Division was ordered to 

retire to an assembly area to the west, where it received replacements of 

men and equipment in preparation for a move to the north for the next 

operation, an attack towards Bizerte.9

The 9th Infantry Division’s introduction to combat near El Guettar 

was neither easy nor cheap. Its two engaged regiments lost 120 killed, 

114
872 wounded, 316 missing, 186 injured, 111 non-battle casualties, and 

207 exhaustion cases in just 10 days of combat. Five out of six infantry 

battalion commanders were out of action. Of the 207 cases of combat 

fatigue, only 40 percent returned to their units after the battle.10 

Nevertheless, the division acquired basic, crucial skills which it put 

to good use in its next operation in northern Tunisia. Commanders learned 

to perform reconnaissance early and then take the time to perfect their plans 

and issue orders. II Corps had rushed the 9th Infantry Division into battle, 

which meant that the division had to rely on the intelligence gathered by 

the 1st Infantry Division, most of which was incorrect. During its attack 

the 9th Infantry Division failed to seize the dominating high ground. As 

a result, German artillery observers poured fire onto the attackers and 

the division ended up assaulting enemy positions frontally. Artillery fire 

alone could not dislodge the defenders from their well-fortified positions, 

some of which had been blasted into solid rock. The infantry mastered 

the technique of following closely behind its artillery preparation, a basic 

lesson from World War I that American soldiers regrettably had to relearn 

in World War II. 

Despite its apparent shortcomings, the division sounded a positive 

note at the end of its after-action report: “Opposing crafty and veteran 

soldiers, our troops showed courage and ability. With one battle behind 

them, they were now ready to enter the next operation a wiser and more 

able fighting unit.”11 For the 9th Infantry Division, El Guettar was a costly 

lesson in the basics of modern warfare.

After El Guettar, II Corps (under the command of Major General 

Omar N. Bradley as of 15 April 1943) received two weeks to regroup and 

prepare for the next attack. Severely tested in its initial combat operations, 

the 9th Infantry Division would use the time to assess its shortcomings, 

train, and properly plan the next action. The result of its efforts was an 

astonishing triumph as the division maneuvered through seemingly 

impassable terrain in the Sedjenane Valley to envelop German forces in 

northern Tunisia and seize the port city of Bizerte.

The 9th Division Rebounds

The II Corps’ plan was to conduct the main attack with the 1st 

Infantry Division (reinforced) in the south along the road that ran from 

Sidi Nsir to Mateur. The 9th Infantry Division (reinforced) was to conduct 

115
a supporting attack in the north to seize the high ground in the vicinity of 

Jefna and then exploit toward Mateur on the left flank of the main effort. 

The 1st Armored Division was positioned behind the 1st Infantry Division, 

ready to exploit any penetration of the enemy defenses. The 34th Infantry 

Division remained in corps reserve, but its positioning virtually precluded 

its use in the north. In short, the 9th Infantry Division was on its own.

In addition to its core units the division had a number of 

reinforcement units to augment its organic fighting strength. The division 

itself was organized in a triangular structure, with three infantry regiments, 

division-sized artillery of three 105mm howitzer battalions and one 

155mm howitzer battalion, an engineer battalion, a medical battalion, 

and division troops consisting of a headquarters company, reconnaissance 

troop, signal company, quartermaster company, ordnance company, and a 

military police platoon. Each infantry regiment consisted of three infantry 

battalions, a cannon company (six 75mm self-propelled howitzers and two 

105mm self-propelled howitzers), an anti-tank company (twelve 37mm 

anti-tank guns), a service company, and a headquarters company. The 27 

rifle companies in the division had a combat strength of 5,184 men and 

formed the foundation around which the remainder of the division was 

structured.12 

A fourth ground maneuver element, the Corps Franc d’Afrique 

(CFA), was also attached. The CFA was a composite force of approximately 

4,000 men, indifferently equipped, consisting of an assorted collection 

of Free French expatriates, Vichy political prisoners, Jewish refugees, 

Spanish Loyalists, and Berber tribesmen. Although the CFA provided 

additional combat power, it came with virtually no support units, and thus 

taxed an already strained divisional support structure. Other reinforcements 

consisted of the 91st Reconnaissance Squadron, 601st and 895th Tank 

Destroyer Battalions, 185th Field Artillery Battalion (155m howitzers), 

62nd Armored Field Artillery Battalion (105mm self-propelled howitzers), 

Battery C/36th Field Artillery (155mm rifled guns), and the 434th Coast 

Artillery Battalion (Anti-Aircraft).13

In mid-April the 9th Infantry Division relieved the British 46th 

Infantry Division in its new zone of operations in northern Tunisia adjacent 

to the Mediterranean coast. The area was drained by two streams, the Oued 

Sedjenane and the Oued Malah, which flow generally west to east. Neither 

was a significant obstacle, but the principal ridge lines running between 

them were. The terrain was mountainous and badly broken, with numerous 

116
cross-compartments. The Djebel (Mount) Dardyss controlled the entrance 

to the Sedjenane Valley, while the massive Key en Nsour controlled its 

exit. An excellent improved road ran from Sedjenane through Jefna to 

Mateur, then north and east along the shore of Garaet (Lake) Achkel until 

it came to Bizerte. Unimproved tracks in poor condition ran through the 

Sedjenane Valley and in the mountains parallel to the coast. There were 

no north-south routes in the area, which would seriously hinder Eddy’s 

ability to move his forces laterally. Most of the terrain was covered with 

extremely dense brush rising to a height of 6-8 feet.14

Fortified enemy positions on two hill masses, Green Hill (Djebel 

Azag) and Bald Hill (Djebel El Ajred), dominated the road running 

through the town of Jefna to Mateur and Bizerte and made a frontal 

attack unfeasible. The British had three times unsuccessfully attempted 

to assault these formidable positions. The Germans had taken months to 

develop them, excavating entrenchments and weapons emplacements with 

pneumatic drills and strengthening them with concrete. Antipersonnel 

mines littered the area, especially the likely dismounted avenues of 

approach up draws and gullies.15

The German Division von Manteuffel barred the way to Bizerte. 

The 962nd Infantry Regiment, with four battalions, defended the sector 

from the coast to the southern edge of the Sedjenane Valley. From there 

to the southern edge of the Bald-Green Hill positions, the 160th Panzer 

Grenadier Regiment, with three battalions, blocked the major avenue 

of approach to Mateur. Later reinforcement by two Italian units and 

two German reconnaissance battalions brought the enemy total to nine 

battalions with an effective strength of approximately 5,000 men.16 This 

figure roughly matched the infantry strength available to the 9th Infantry 

Division. Where the Americans had unquestioned superiority was in the 

supporting arms and services. German artillery amounted to two 170mm 

guns, a battery of 150mm guns, two batteries of 105mm howitzers, eight 

self-propelled 75mm howitzers, and a battery of 88mm dual-purpose 

anti-aircraft guns, less than a third of the artillery support available to the 

9th Infantry Division and its attached forces.17 Nevertheless, given the 

natural defensive advantages of the extremely rugged terrain, the normal 

requirement for an attacking force to attain a three-to-one superiority over 

a fortified enemy to ensure success, and the experience of the German and 

Italian forces, the odds seemed to be decidedly stacked against Eddy and 

his men.

117
Map 8. Bizerte: Taking the Bridgehead, 20 April-13 May 1943. 

Major General Eddy had learned enough from El Guettar not to 

make another effort to attack the German positions frontally. Instead, he 

planned to fix the enemy in place with the 47th Infantry Regiment, while 

maneuvering the 39th and 60th Infantry Regiments and the CFA through 

the extremely rugged terrain of the Sedjenane Valley to the north in an 

envelopment of the German positions along the direct road to Mateur. 

Eddy decided that the potential benefits of the operation were worth the 

risk of moving the division out of communications with its supply and 

service organizations. He felt that the division could surprise the German 

defenders with an unexpected maneuver through “impassable” terrain. 

118
The key was to move the division without alerting the Germans to the 

impending envelopment.18

The 9th Infantry Division and its commander had learned their 

lessons well. The division made a meticulous study of the terrain and the 

enemy, and then completed a comprehensive plan which commanders 

thoroughly briefed to their men. Although the division frontage was 28 

miles wide, Eddy focused over two-thirds of his available combat power 

in the main effort in the northern part of his zone. The CFA and the 60th 

Infantry Regiment would attack along the ridges and mountains on the 

north side of the Sedjenane Valley and the 39th Infantry Regiment would 

attack to seize the Djebel Ainchouna along the ridge on the south side. 

While the French and the Go-Devils moved up the valley in a wide 

envelopment, the Falcons would turn southeast in a shorter envelopment 

of the enemy positions along the main road to Mateur. 

The operation was planned for a period of five days, at the end of 

which the CFA and the two American regiments would be in possession 

of the decisive terrain overlooking the main enemy supply route. Further 

south, the 47th Infantry Regiment would fix German forces in the Green 

and Bald Hill positions astride the main road. The 91st Reconnaissance 

Squadron maintained contact in the 6.5-mile gap between the Raiders and 

the 1st Infantry Division to the south. The division obtained three hundred 

mules for supply and evacuation in the mountainous terrain. Units were 

moved into attack positions during hours of darkness over a period of three 

days, unobserved by German forces.19

Artillery support would be crucial to the ultimate success of the 

operation, but the wide zone of attack threatened to disperse the available 

assets and prevent the massing of fires on critical targets. 

The Division Artillery Commander, Brigadier General S. LeRoy 

Irwin, solved this by assigning each infantry regiment a 105mm artillery 

battalion in direct support. He divided the remainder of the medium and 

heavy artillery into two groups: the 34th FA (155mm howitzers) and the 

62nd FA (105mm self-propelled howitzers) reinforced the main attack, 

and the 185th FA (155mm howitzers) and C Battery, 36th FA (155mm 

rifled guns) would reinforce the supporting attack.20 Artillery control was 

centralized until the pursuit phase of the operation began. Eddy attached 

the 9th Reconnaissance Troop, the 894th Tank Destroyer Battalion, 610th 

Tank Destroyer Battalion, and the 434th Coast Artillery (AA) Battalion to 

119
the Division Artillery to protect it as the infantry moved forward along the 

ridgelines.21

Moving through the Sedjenane Valley would be no easy task. The 

terrain featured steep mountain ridges, heavy and thick underbrush with 

little overhead cover, and a near complete absence of roads. Mules were 

assigned to carry casualties and supplies. The method was manpower 

intensive, since one medic had to accompany every two mules in order to 

prevent accidents. The collecting companies in the two regiments in the 

Sedjenane Valley were supplemented with 100 extra litter bearers each. 

These personnel came from the divisional band and non-essential staff 

personnel.22

The attack began on 23 April. The 47th and 60th Infantry Regiments 

reached their initial objectives with little opposition, but the 39th Infantry 

Regiment met stiff resistance. In front of the Falcons, the enemy was 

entrenched on the 1,500 foot high Djebel Ainchouna, Objective Cadillac, 

with cleared engagement areas protected by mines and covered with 

automatic weapons. Taking the mountain would prove expensive indeed. 

While the 1st and 3rd Battalions clawed their way up the mountain, Colonel 

J. Trimble Brown and his regimental command group were surrounded 

and captured by a German infantry company. Captain Felix P. Settlemire 

escaped and contacted the 2nd Battalion, which attacked the force, killed 

45 enemy soldiers, and rescued the command group.23 Unfortunately, a 

complete set of the regiment’s plans fell into enemy hands and were not 

recovered. 

On the lower slopes of Djebel Ainchouna, confusion reigned. 

Given the situation and the disappointing results of the first day of battle, 

Eddy decided to relieve Brown. Brigadier General Donald A. Stroh, the 

assistant division commander, temporarily assumed command of the 

regiment.24

The regiments astride the Sedjenane Valley continued to advance 

to the east, slowed by steep hills, thick vegetation, and enemy resistance. 

In the zone of the 60th Infantry Regiment, the terrain was so severe that 

the soldiers had to crawl on their hands and knees at times to continue 

their movement. The 2nd Battalion, under the command of Major “Black 

Mike” Kauffman, led the advance onto Djebel Dardyss, the key terrain 

overlooking the entrance to the valley. On the morning of 24 April, two 

German battalions counterattacked for four hours, but were beaten off with 

120
the loss of 116 dead and scores of wounded. One of the primary reasons 

for their defeat were the actions of Sergeant William L. Nelson, a mortar 

section leader who crawled to an observation post under intense enemy 

fire to direct mortar concentrations on the enemy. The mortar fire brought 

the German counterattack to a halt. The enemy mortally wounded Nelson 

with hand grenades, but before the sergeant died he crawled to an even 

better vantage point and continued to direct the fire of his section until 

the enemy was driven off. For his heroic actions, Sergeant Nelson was 

posthumously awarded the Medal of Honor.25 Although the 2nd Battalion 

lost 21 Soldiers (killed in action) and had 111 wounded, it held its ground. 

For its courageous stand, the battalion received the Distinguished Unit 

Citation.26

The 39th Infantry Regiment fought through small arms, machine 

gun, and mortar fire. The Falcons received heavy enemy fire and the 1st 

Battalion suffered casualties to its commander, executive officer, S-2, and 

the heavy weapons company commander. Only the superior leadership of 

a junior captain, Conrad V. Anderson, kept the battalion functioning and 

able to maintain its precarious hold on the slopes of Djebel Ainchouna. 

Supply difficulties were acute.27

On April 25th, Eddy gave the Falcons the support of nearly the 

entire divisional artillery, which enabled the regiment to complete the 

seizure of Djebel Ainchouna. The seizure of this key piece of terrain 

deprived the enemy of much of their observation over the Sedjenane Valley. 

The Americans took advantage of this situation by pushing mechanized 

elements up the valley to the east.28

The next day Eddy changed the direction of the 60th Infantry’s 

advance to assist the stalled CFA. It was hacking its way with machetes 

through the thick, rugged cork forests along the Mediterranean coast to the 

north of the Sedjenane Valley and had halted in front of enemy positions 

on Hill 107, about three miles north of Djebel Dardyss. The Go-Devils 

attacked northeast to envelop the enemy positions barring the CFA’s 

advance, while the 39th Infantry continued its advance to the east. A gap 

resulted between the two regiments, but Eddy felt that the terrain was such 

that the Germans could not exploit it even had they known it was there.

The gap was guarded by elements of the 9th Reconnaissance 

Troop and the 894th Tank Destroyer battalion attached to the division 

121
artillery, which pushed slowly up the Sedjenane Valley to the east as the 

infantry cleared the heights above.

“We learned that to live we must take to the ridges 

and advance along them, avoiding the natural avenues 

of approach up the valleys...Taking to the ridges was 

tedious, strenuous business but it saved hundreds of lives 

and gave physical possession of the high ground.”29

Colonel William L. Ritter took command of the 39th Infantry 

Regiment on 26 April and Brigadier General Stroh resumed his duties as 

the assistant division commander. The 2nd Battalion seized Hills 498 and 

513 before it was pinned down on by German forces entrenched on the 

reverse slope of Hill 382. Ritter next sent the 1st Battalion in a wide sweep 

to the northeast to seize Hill 164, then pivoted it southeast to take Hills 336 

and 377. The moves put the regiment in position to assault the key terrain 

on the flank of German forces along the main road to the south.30

For three days, the two regiments astride the Sedjenane Valley 

continued to advance slowly, hampered by the extremely severe terrain 

and acute supply shortages. Nature was the greatest enemy. The division 

historian relates, “tightly-packed jungle brush sometimes rose for eight 

feet or more in height. It was as if the South Pacific campaign suddenly 

had been transplanted atop the mountainous areas of Northern Tunisia.”31

During this period the 60th Infantry Regiment advanced at a rate of a 

mile every two days. Getting supplies to the lead battalions was a huge 

undertaking which required extreme exertions by man and mules, 

energized by liberal doses of GI invective.32

The payoff came on April 30th — a week after the attack had 

begun — when the 39th Infantry Regiment took Hill 406 and Spur 299, 

which commanded the terrain to the south and the main road running 

through Jefna to Mateur. The sight that greeted the regiment was sweet 

justice for the soldiers who had toiled for a week across the tortuous 

ridges. Before them lay acres of German supply dumps and command and 

control installations behind the fortified enemy positions astride the main 

road. The 26th Field Artillery Battalion fired over four thousand rounds in 

a single day with devastating effect on the enemy rear area. 

Enveloped, the Germans pulled off the Green-Bald Hill positions 

and began to retreat to the northeast.33 With a great expenditure of sweat 

122
but minimal losses of blood, the 9th Infantry Division had succeeded in 

forcing the Germans off of the ground of their choosing and into a mobile 

battle for which they were ill-prepared.

Pursuit and Exploitation

During the next several days the division pursued the withdrawing 

enemy to reach the final German positions in the hills west of Bizerte. The 

precipitous nature of the enemy retreat was clear as patrols discovered 

large amounts of abandoned equipment. The 3rd Battalion, 60th Infantry 

finally reached the crest of the Kef en Nsour on May 2nd, giving American 

forces control of every piece of key terrain west of Mateur. The division 

had advanced 12 miles in 13 days, captured 815 prisoners, seized a large 

amount of abandoned supplies and equipment, and had forced the enemy 

off of his prepared positions.34 The enemy conducted a skillful withdrawal, 

but was not prepared to defend-in-depth. To complete the victory, the 9th 

Infantry Division now had to fight its way east through the final series of 

hills to reach Bizerte.

Only one road led east to Bizerte. The marshy expanse of the 

Garaet Ichkel made movement south of the road impossible, and the 

Germans held the hills north of the road in strength. Furthermore, while 

the division artillery and supply columns could finally move east of the 

Sedjenane Valley, they could go no further due to a blown bridge under 

constant enemy observation. One mile north of the Garaet Ichkel, Djebel 

Cheniti dominated the road to Bizerte and it was held in strength by enemy 

forces.

Faced with another difficult situation, Eddy ordered the 47th 

Infantry Regiment to penetrate enemy positions to the north of Djebel 

Cheniti. Once this was done, a battalion from the 60th Infantry Regiment 

would seize Djebel Cheniti from the northwest. To make this plan work, 

division engineers constructed a new road to support the attack to the 

northeast. The critical part of the plan was the seizure of the Djebel Cheniti. 

The German defenders on this decisive terrain had held the CFA at bay for 

several days. Failure to possess this high ground would close the only road 

in the area to traffic and doom any advance on Bizerte.

On May 5th the Raiders attacked and by nightfall had penetrated 

enemy positions far enough to provide space for the attack on Djebel 

Cheniti. The 1st Battalion, 60th Infantry Regiment was given the mission 

123
of seizing the hill. The battalion relieved the French forces in place that 

night and conducted a reconnaissance of the enemy positions.

Map 9. Bizerte: Operations, Phase II, 4-9 May 1943.

At 1300 hours the next day, the Go-Devils forced the Germans 

off Djebel Cheniti by attacking with bayonets fixed, one hundred meters 

124
behind a rolling artillery barrage in the best tradition of the Great War. This 

courageous action destroyed the German defenders on the hill and opened 

the way to Bizerte. On May 7th, exactly one month after the conclusion 

of the bitter action at El Guettar, the first American units entered Bizerte, 

only to withdraw to allow the CFA to claim the liberation of the city the 

next day in a nod to French pride.35 For the 9th Infantry Division, the 

seizure of Bizerte brought the North African campaign to a close.

The attack through the Sedjenane Valley was a brilliant success 

for the 9th Infantry Division. The division suffered a net loss of 1,114 

men, fewer than at El Guettar, and accomplished all of its missions in 

outstanding fashion. The division used ample amounts of firepower; the 

artillery expended a total of 47,000 rounds of 105mm and 155mm artillery 

shells during the operation. But the firepower was not used as a panacea 

for poor maneuver. Rather, the firepower complemented a superb plan of 

operations which placed American forces on the key terrain in a position 

of relative advantage over the enemy. Fires were used to destroy enemy 

forces that had already been outmaneuvered and forced to withdraw from 

their prepared positions.

Staff sections improvised as necessary to make the plan work. 

The quartermaster foraged for 22,977 pounds of hay and 85,416 pounds 

of barley for the mules. The signal battalion laid huge amounts of wire, 

which was essential because radio communications were spotty at best 

due to the broken nature of the terrain. At one point, the circuit from the 

division headquarters to the 60th Infantry Regiment in the far north was 

32 miles long, while the circuit to the 47th Infantry Regiment in the south 

was 26 miles long. At times there were 1,200 miles of wire on the ground. 

Engineers built seventy miles of roads for the artillery and supply vehicles. 

The medical battalion used mules to evacuate casualties and improvised a 

“casualty train” along a railroad track by removing the tires from a truck 

and placing it on the rails. The medical battalion also began to use combat 

fatigue cases for limited duty in the division area as stretcher bearers or 

truck drivers, and found that 80 to 90 percent of these men could return 

to duty within five days.36 Instead of putting up obstacles to a difficult 

mission, the staff found a way to realize the commander’s intent within 

existing constraints.

In a report prepared at the conclusion of the North African 

campaign on the orders of General Dwight D. Eisenhower, Allied Force 

Commander, the 9th Infantry Division analyzed its recent actions for 

125
future training and operations lessons.37 Conclusions the division drew are 

as pertinent today in assessing the requirements for dominant dismounted 

maneuver as they were when they were written over 65 years ago.

The most important lesson learned was that dominant observation 

must be seized. High ground afforded observation for the artillery observers 

of the side which possessed it, a huge advantage in dismounted operations 

where artillery is the primary killing instrument. 

Other lessons were equally valid. The commander must have 

accurate intelligence to make sound plans and decisions. The G-2 and G-3 

must co-locate and work closely together. The division command post 

must be capable of rapid movement and set-up. Infantry must use their 

organic weapons and capabilities and request artillery support only when 

resistance cannot be overcome. When fired on, infantry units from squad 

to battalion must advance by fire and movement, using enveloping tactics 

whenever possible. Finally, in combat there is no substitute for good 

leadership.

Although the report was highly critical of the poor coordination 

between ground forces and close air support, the drafters failed to remark 

on the most important contribution of the air forces to victory. By April 

23, 1943, the opening date of the final offensive in Tunisia, the Allies 

had gained air supremacy over North Africa. This mastery of the skies 

enabled Eddy to maneuver his regiments over difficult terrain without fear 

of detection and attack from the air. Had the Luftwaffe been present in 

strength, the maneuver through the Sedjenane Valley would have been 

risky at best.

In analyzing the operations of the 9th Infantry Division in North 

Africa, one must recognize the key role played by the capable leadership 

of Major General Manton Eddy. In his memoirs, General of the Army 

Omar Bradley showered praise on Eddy, who served under him as both a 

division and corps commander:

...there are few distinguishing characteristics of a 

successful division commander. Success comes instead 

from a well-balanced combination of good judgment, 

self-confidence, leadership, and boldness...of all these 

commanders, none was better balanced nor more 

cooperative than Manton Eddy. Tactically he performed 

126
with classical maneuvers such as the one he employed 

at Jefna [the Sedjenane Valley operation]. Yet though 

not timid, neither was he bold; Manton liked to count his 

steps carefully before he took them.38

Eddy did not hesitate to act when necessary, as his relief of the 

commander of the 39th Infantry Regiment demonstrates. His success 

depended as much on his ability as a trainer and administrator as it did on 

his competence as a tactician, which was considerable. Eddy was a wellbalanced general officer, the perfect choice to lead a division in combat.

Since Eddy played such a large role in the victory at Bizerte, 

perhaps it is appropriate to allow him the final word in assessing the 

performance of the 9th Infantry Division during the campaign:

The 9th Infantry Division had entered its first engagement 

with the enemy, the Battle of El Guettar, greatly 

handicapped in not having had time for sufficient 

reconnaissance and in not having all of the units of the 

Division under Division control. Going through this 

battle, however, they had learned lesson after lesson, 

learning them the hard way. At Sedjenane and all the 

way to Bizerte, they demonstrated conclusively that 

they could profit by their former mistakes and take full 

advantage of the lessons which they had learned. This 

they did. Time after time they maneuvered the Germans 

out of strong positions. They continually seized points of 

observation held by the enemy and, having deprived him 

of this [sic], continued to drive him back. They followed 

artillery concentrations closely, with devastating results 

to the enemy. The individual soldier had proved that he 

was capable. Commanders of all echelons had proved the 

same. The 9th Division had definitely become a capable 

combat unit.39

In the hard test of war, the 9th Infantry Division — the “Old 

Reliables” — had proven itself and come of age. On a hundred future 

battlefields, large and small, they would show their valor and skill at arms. 

But it was on the road to Bizerte that they first earned their spurs.

127
Notes

1 The 60th Infantry Regiment, for example, trained 1,800 volunteer recruits and 1,807 draftees. Regimental History, Sixtieth Infantry, 1940-1942, 309-

INF(60)-0.1, Box 7535, Record Group 407, National Archives II.

2 Devers would go on to command the 6th Army Group in France in 1944-

1945.

3 Christopher R. Gabel, The US Army GHQ Maneuvers of 1941 (Washington: Center of Military History, 1991).

4 Joseph B. Mittelman, Hold Fast! Munich: F. Bruckmann, 1946.

5 George F. Howe, Northwest Africa: Seizing the Initiative in the West

(Washington: Office of the Chief of Military History, 1957), 574-577.

6 The commander of the 47th Infantry Regiment at the time was Colonel 

Edwin H. Randle, who later became assistant division commander of the 77th 

Infantry Division. The first commander of the 47th Infantry Regiment upon the 

activation of the 9th Infantry Division was Colonel Alexander M. Patch, who 

later became the Commander of the Seventh US Army in France and Germany in 

1944-1945.

7 HQ, 9th Infantry Division, Report of Operations, 26 March – 8 April 

1943, 309-0.3, Box 7326, Record Group 407, National Archives II.

8 HQ, 9th Infantry Division, Report of Operations.

9 HQ, 9th Infantry Division, Report of Operations.

10 HQ, 9th Infantry Division, Report of Operations. The medics treated the 

cases of combat fatigue with heavy sedation, a practice contrary to modern techniques of treating combat exhaustion. This probably accounts for the low return 

to duty rate.

11 HQ, 9th Infantry Division, Report of Operations.

12 Kent Roberts Greenfield, Robert R. Palmer, and Bell I. Wiley, The Organization of Ground Combat Troops (Washington: Historical Division, United 

States Army, 1947), 301.

13 HQ, 9th Infantry Division, Report of Operations, 11 April – 8 May 1943, 

309-0.3, Box 7326, Record Group 407, National Archives II.

14 G-2 Section, 9th Infantry Division, Terrain Study — Sedjenane Bizerte 

Campaign, 309-2.10, Box 7346, Record Group 407, National Archives II.

15 Howe, Northwest Africa: Seizing the Initiative in the West, 614.

16 Howe, 616-617.

17 HQ, 9th Infantry Division Artillery, Report on Artillery Operations in 

Northern Tunisia, 309-ART-0.3, Box 7424, Record Group 407, National Archives 

II.

18 HQ, 9th Infantry Division, Report of Operations, 11 April – 8 May 1943.

128
19 HQ, 9th Infantry Division, Report of Operations.

20 The commander of the 34th Field Artillery Battalion was Lieutenant 

Colonel William C. Westmoreland, who would conclude his career as Chief of 

Staff, US Army, after commanding US forces in Vietnam during the height of the 

American involvement in Southeast Asia.

21 HQ, 9th Infantry Division Artillery, Report on Artillery Operations in 

Northern Tunisia. At the conclusion of the North African campaign, Brigadier 

General Irwin would assume command of the 5th Infantry Division and lead it in 

combat in France and Germany in 1944-1945.

22 HQ, 9th Infantry Division, Report of Operations, 11 April – 8 May 1943.

23 Joseph B. Mittelman, Eight Stars to Victory: A History of the Ninth US 

Infantry Division (Washington: The Ninth Infantry Division Association, 1948), 

109. Captain Settlemire was seriously wounded in the engagement. For his heroism he was awarded the Distinguished Service Cross.

24 Stroh would later go on to command the 8th Infantry Division on the 

European Continent.

25 Howe, 620.

26 Mittelman, Eight Stars to Victory, 112.

27 HQ, 9th Infantry Division, Report of Operations, 11 April – 8 May 1943.

28 HQ, 9th Infantry Division, Report of Operations.

29 HQ, 9th Infantry Division, “Report on Combat Experience and Battle 

Lessons for Training Purposes,” 21 June 1943, 309-0.3, Box 7326, Record Group 

407, National Archives II.

30 HQ, 9th Infantry Division, “Report on Combat Experience and Battle 

Lessons for Training Purposes.”

31 Mittelman, Eight Stars to Victory, 111.

32 HQ, 9th Infantry Division, Report of Operations, 11 April – 8 May 193.

33 HQ, 9th Infantry Division, Report of Operations.

34 HQ, 9th Infantry Division, Report of Operations.

35 HQ, 9th Infantry Division, Report of Operations.

36 HQ, 9th Infantry Division, Report of Operations.

37 Memo from CG, 9th Infantry Division to CG, Allied Force HQ, 21 June 

1943, SUBJECT: Report on Combat Experience and Battle Lessons for Training 

Purposes, 309-0.3, Box 7326, Record Group 407, National Archives II.

38 Omar N. Bradley, A Soldier’s Story (New York: Rand McNally, 1951), 

100-101.

39 HQ, 9th Infantry Division, Report of Operations, 11 April – 8 May 1943.

129

Chapter 7

“Hang On! We Are Coming!”

The Relief of Chipyong-Ni

by

Colonel John F. Antal, USA (Retired)

Optimism. Cheerfulness. Confidence. Determination 

in the face of adversity. More than food and ammunition, 

soldiers looking defeat in the face need inspired leadership. At Chipyong-Ni the men of the surrounded 23rd 

Regimental Combat Team (RCT), and the 5th Cavalry 

troopers dashing to relieve them, never despaired because 

their commanders refused to. Colonel Paul L. Freeman, 

CO of the 23rd RCT, and Colonel Marcel Gustave 

Crombez, CO of the 5th Cavalry Regiment, never became 

household words. But their courage and tenacity saved 

their commands and won a famous victory at a time when 

victories were few. 

On the 25th of June in 1950, Americans at home enjoyed their 

Sunday, gathering in churches, reading the paper, and listening to the 

heroics of their favorite baseball players on the radio — unaware that 

half a world away the Cold War had suddenly flamed white hot. On the 

Korean peninsula, US advisers sent frantic radio calls, reporting a massive 

assault across the 38th Parallel by the North Korean army. Flowing over 

the ridgelines and down the valleys, the Inmun Gun, well-equipped 

and Russian-trained, surprised and overwhelmed a disorganized South 

Korean Army, lunging toward the capital city of Seoul which fell only 

two days later. As the Republic of Korea (ROK) forces fell back, President 

Harry Truman suddenly reversed his administration’s policy and decided 

to commit the full weight of the American military to stop communist 

aggression in Korea. 

The first US units to respond came from occupation duty in Japan. 

Arriving without effective antitank weapons, they were quickly routed 

with high casualties. On July 5th the Inmun Gun cut through the hasty 

defense set up by Task Force Smith near Osan and encircled elements 

131
of the 24th Division (US), capturing Taejon — 200 miles south of Seoul 

— on July 20th. Falling back in disarray, United Nations (UN) forces 

headed south toward the port of Pusan, the sole remaining port of entry for 

reinforcements arriving from the United States. By the end of August, US 

and ROK forces were penned into a small perimeter north of Pusan. 

The fighting, however, was far from over. Reinforced with tanks 

and artillery the Pusan Perimeter defense held. General MacArthur, the 

Commander in Chief of the UN forces, looked for a place to counterattack 

and launched his masterstroke by invading at Inchon, southwest of Seoul. 

This brilliant amphibious operation cut the North Korean line of supply 

and communication. Exhausted after four months of full-tilt offensive 

drives and smashed from front and rear by superior UN units, the Inmun 

Gun melted away. UN forces moved north and crossed the 38th Parallel. 

Pyongyang, the North Korean capital, was captured on 19 October. Flush 

with victory, the UN forces raced north to the Yalu, expecting to end the 

war by Christmas.

Communist China, however, had other ideas. Unwilling to see 

their North Korean ally destroyed, the Chinese intervened in force on 26 

November 1950. The war entered a new phase. The United States found 

itself fighting a new war against a sea of fresh manpower from Communist 

China. The Chinese Communist Forces (CCF) were rugged peasant 

fighters, inured to hardship, battle-tested in the Chinese civil war, but 

poorly equipped. In spite of their lack of modern equipment they surprised 

the UN forces and sent them once again running south in confusion. 

In spite of tremendous technological and organizational advantages 

— modern weapons, excellent supply, and complete air and sea power 

— the entire UN ground force found itself on unequal terms against an 

extremely capable foe. Fearing encirclement, some UN units panicked 

when they discovered their routes of withdrawal closed by Chinese 

roadblocks. Road-bound and imbued with a “tactical and psychological 

dependence on continuous battle lines, such has been known in Europe,”1

UN battalions were cut off and chopped up in one battle after another. By 

the end of January 1951 the Chinese had earned a tremendous victory, 

recapturing Seoul and pushing forty miles south of the South Korean 

capital. Unsure of its ability to stop the victorious CCF, Washington 

planned secretly to withdraw US forces from Korea. 

132
With casualties mounting, and the political will for the war 

waning, Eighth Army commander Lieutenant General Matthew Ridgway 

desperately needed a way to turn the tide. Burning with a desire to regain 

the initiative, Ridgway knew that after the bloody and demoralizing retreat 

down the peninsula, only counterattack could restore his army’s fighting 

spirit. On the 5th of January, Eighth Army launched a counteroffensive all 

along the line. The CCF, veteran and still flush with victory, counterattacked 

fiercely and blunted Ridgway’s offensive. By February 11th the Chinese 

launched a full-scale offensive of their own. Two powerful Chinese attacks 

drove south to secure the towns of Hoengsong and Wonju. As the battle 

lines ebbed south, Ridgway decided to make a stand where several roads 

converged at a small Korean village called Chipyong-ni. Ridgway ordered 

the 2nd Infantry Division to send a regimental combat team to the village 

— and to stay and fight there even if they became surrounded.

Circle the Wagons 

Elated at its tactical success over the vaunted Americans, the CCF 

came on, confident of victory. While roadbound UN units struggled along 

one lane, unimproved routes over mountainous terrain, North Korean 

and Chinese commanders moved whole armies across the same rugged 

moonscape with decisive effect. “In attack, the Chinese usually made one 

or more frontal assaults and sent a sizable force around a flank to cut the 

main exit road behind those they were attacking. They were adept at picking 

ridgelines or hills close to the road, overlooking the point where they put 

their fire and roadblocks.”2 Forced to travel and resupply their forces on 

Korea’s narrow roads, the Americans could be held up by a single position 

for hours. Since close air support was only effective during daylight, the 

Chinese usually attacked during periods of limited visibility. At night the 

Chinese would infiltrate squads, platoons, or whole companies into the 

American positions. These tactics usually unnerved their enemies and led 

to the quick collapse of the defender. 

All along the front, UN forces withdrew almost 20 miles under 

the pressure of the mounting Chinese attacks. Staring into the abyss 

was Colonel Paul L. Freeman’s 23rd Regimental Combat Team (RCT) 

of the 2nd Infantry Division. The 23rd RCT arrived at Chipyong-ni on 

3 February. “Before the Chinese attack, the front lines of X Corps were 

well ahead of Colonel Freeman’s Chipyong-ni perimeter, but as UN units 

went south, sometimes fighting through Chinese roadblocks, Chipyong-ni 

became a conspicuous bulge on the left of the corps’ line.”3

 

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The 23rd RCT consisted of approximately 6,000 troops; four 

battalions of infantry (one of these was the famed French Battalion; 

French soldiers using American equipment and under the command of the 

23rd RCT commander), a Ranger Infantry company, one tank company of 

fourteen M4 Sherman tanks (dispersed among the infantry battalions), one 

battalion of towed 105mm artillery, one battery of towed 155mm artillery, 

one air defense battery (six M16 and four M19 self propelled anti-aircraft 

machine gun carriers), and an engineer company. 

The Americans in Chipyong-ni had some advantages over 

other units in Korea. First, the 23rd RCT counted many veterans in its 

ranks. They knew the Chinese were worthy foes but they were sure of 

themselves and their tough, no-nonsense commander. Colonel Freeman 

was an “old China hand,” having served in China and Burma in World 

War II. Those who knew him considered him a gifted tactician as well as 

a courageous commander. Ill-considered orders infuriated Freeman and 

he made no effort to hide his displeasure with higher-level interference 

or incompetence. His men respected this, although this quality did not 

endear him to the top brass, particularly his Corps Commander, the acerbic 

Lieutenant General Ned Almond. Second, and most importantly, the 23rd 

RCT was a well-trained team with a proud reputation for getting the most 

out of its infantry, tanks, and artillery. 

Earlier fighting at the end of January at a place called “Twin 

Tunnels” confirmed the 23rd’s reputation. Here Freeman’s companies 

attacked, held their ground against ferocious counterattacks, broke, 

fixed bayonets, and retook their positions. The courage of the regiment’s 

troopers, veteran and virgin, made the difference at Twin Tunnels, but so 

did Freeman’s effective use of massed artillery and armor. The butcher’s 

bill there for the CCF was 1,600 dead Chinese.

At Chipyong-ni Colonel Freeman positioned his forces in a tight 

rectangular perimeter 4,000 yards east and west and 2,000 yards north to 

south on lower ground. The village itself was half a mile long and several 

blocks wide, situated at a crossroads. A single-track railroad ran through 

the town. Several brick buildings, including the railway station, occupied 

the center of the town. Most of the other buildings were mud-and-straw 

farmer’s huts. Previous fighting had destroyed most of the ramshackle 

buildings. Surrounding the town were eight distinct hills, at an average 

height of 850 feet above the valley. The twelve miles of surrounding 

ridgelines offered an excellent defensive position, but Freeman lacked the 

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manpower to hold a 3-to-4 mile diameter defensive perimeter. A close-in 

defense would have to do. 

Ordering his battalions to set up on the small hills and rice paddies 

surrounding the town, Freeman arrayed his 1st Battalion from 12:00 to 

1:00 o’clock (Charlie, Able, and Love Companies); 3rd Battalion from 

2:00 to 5:00 o’clock (Item and King Companies); 2nd Battalion from 

5:00 to 7:00 o’clock (Easy, Fox, and George Companies); and the French 

Battalion from 7:00 to 11:00 o’clock, in the west. Baker Company and one 

French company formed the battalion reserves. The Ranger company and 

the engineers were the regimental reserve. 

For ten full days the regiment dug-in and prepared its positions, 

positioned its artillery, and cached weapons and ammunition. Freemen’s 

men used the time to their advantage: 

“The infantry companies dug in their machine guns, 

registered their mortars, sowed antipersonnel mines, 

and operated daily patrols to the encompassing high 

ground. The regimental Heavy Mortar Company divided 

the fires of its platoons and sections among the sectors 

of the perimeter, the artillery registered on all probable 

avenues of approach, and all units established good 

communications lines. There was time to coordinate 

the infantry, artillery, and air support into an effective 

combat team.”4

 

Chinese patrol activity increased in the Chipyong-ni area on 13 

February. Observation posts within the perimeter could see the Chinese to 

the south and determined that Route 24A, the only road leading to friendly 

lines, was blocked. Chipyong-ni was now surrounded by the Chinese. 

On the evening of 13 February Colonel Freeman called an orders group 

meeting of his subordinate commanders and informed them that their 

position was surrounded by Chinese. “We’ll stay and fight it out,” he said,5

confident in the ability of his troops and the strength of his position. 

On the night of 13-14 February the CCF finally came calling. The 

first infiltration attacks began shortly after dark. The bright light of trip 

flares, set off by advancing Chinese squads, lit up the American kill zones 

as the Chinese blew bugles and rattled noisemakers, trying to draw fire 

to determine the location of the defenders. For the most part, Freemen’s 

135
men held their fire against these probes. As soon as the enemy appeared in 

strength the 23rd RCT opened fire with all weapons. Freeman’s attached 

Tactical Air Control Party (TACP) worked frantically, calling in 40 flights 

of fighter-bombers against the Chinese. Artillery from within the perimeter 

fired on the advancing communist columns, causing heavy casualties. 

Sometime between 2200 and 2300 hours, CCF mortar shells landed inside 

the Chipyong-ni perimeter. The night would be a long one, as most nights 

are for the combat soldier.

The battle began in earnest during the early hours of February 14th. 

Heavy mortar and artillery fire preceded the next Chinese attack, striking 

the Northwest (French Battalion), North (1st Battalion) and Southeast (2nd 

Battalion and French Battalion) seams of the perimeter. By 0100 hours, 

the Chinese had launched strong attacks on the 1st and French battalions. 

At 0215 hours, the attacks switched to the southwest and southeast to 

focus on the 2nd Battalion. The Chinese attacked in platoon and company 

strength searching for gaps, but none were found. The American perimeter 

held, but the stubborn Chinese kept up the pressure until about 0730 hours 

when the battle suddenly tapered off. 

Just after dawn, the Chinese quietly withdrew, leaving dozens of 

dead in front of the 23rd RCT’s positions. Intermittent mortar shelling 

by Chinese 120mm mortars covered the communist withdrawal. Although 

the Chinese considered the night action merely a probing attack, they 

were surprised at the stubbornness of the American defense. The Chinese 

regrouped and prepared a more deliberate attack. Mortars and pack 

howitzers were moved forward and positioned for firing. Ammunition was 

brought up and cached near the guns. Unable to penetrate the perimeter in 

their first, hasty attack, the Chinese planned to launch a major attack on the 

night of the 14th to wipe out the Americans and their French allies. 

During the day the infantrymen, tankers and gunners of the 23rd 

RCT rebuilt their defenses. The defenders redistributed ammunition and 

prepared for another onslaught. The artillery inside the perimeter fired at 

observed enemy positions in the surrounding hills throughout the day. On 

the afternoon of February 14th, the TACP brought in three air strikes to the 

South and the 23rd RCT received twenty-four air drops of ammunition.6

Except for a continuous shelling by Chinese mortar and artillery ranging 

from 60mm to 105mm, the 14th was a “quiet day” for the 6,000 soldiers 

of the besieged and surrounded 23rd Regimental Combat Team. The men 

joked nervously about the battle being know to history as “Freeman’s Last 

136
Stand” as they filled sandbags and reinforced their bunkers with additional 

overhead cover. Chinese prisoners captured by Freeman’s men told the 

Americans that the CCF would attack in force on the night of the 14th. 

As the sun went down on 14 February, Saint Valentine’s Day, the 

Chinese moved to their line of departure to conduct the decisive attack. 

At 2000 hours, flares suddenly appeared in the sky. The sound of bugles, 

whistles, and yells filled the cold night air. The Chinese attacked in the 

north, hitting C Company of the 1st Battalion in force. Colonel Freemen 

described the Chinese attack of his prepared defenses with satisfaction: 

“The Chinese assault wave bungled into the trip flares, 

anti-personnel mines and booby traps in front of C 

Company. With the resultant confusion in enemy ranks, 

down came the artillery and mortar barrages and the 

terrified enemy recoiled...Despite his initial clobbering 

the fanatical enemy came back for more. Not a small 

arms was fired until he hit the barbed wire in front of the 

main positions. Then, in the light of 155mm illuminating 

shells, the machine guns cut loose. At the same time 

‘meat choppers’ (M-16’s – quad .50 caliber machine guns 

mounted on armored tracks) and tanks near the road 

between the French and 1st Battalion contributed their 

heavy volume of fire.”7

The Chinese came in waves, their attacks melting like snow in 

front of the 23rd RCT’s coordinated defense. Overwhelming fire from the 

defender’s tanks, howitzers, machine guns, rifles, and grenades turned 

back each assault. King Company in the east beat back a determined 

Chinese attack that got within fifteen feet of its foxholes. The French, in 

the west, were blasted from their positions, only to fix bayonets and retake 

them again with their reserve company. 

Repulsed in the north, but sensing that the Americans had 

committed most of their reserves, the Chinese main effort shifted to the 

south. The main attack started at midnight with an intense mortar barrage 

directed against George Company, 2nd Battalion. The Chinese pressed 

their attacks rushing forward in platoon and company groups. Flares lit up 

the night sky. 

137
“Chinese infiltrators began to infiltrate over the low hills, 

carrying pole and satchel charges. The Chinese poured 

into George Company, killing many men by dropping 

explosives into the foxholes. George was piling up the 

dead by the hundreds, but too many of the enemy were 

getting close...fighting a determined battle for each 

foxhole.”8 

George Company’s furious defense was eventually overwhelmed 

and the American survivors moved down the hill to the center of the 

defensive perimeter. 

The Chinese realized that their attacks had ruptured the American 

defense and knew that the George Company position was the key to the 

defensive perimeter. Official Chinese reports, captured weeks after the 

battle, stated that “nearly a hundred enemy were killed and five captured...

information was received from the interrogation of the prisoners that the 

enemy forces were highly concentrated and had constructed strong field 

works.”9 Using torches to light their way, the Chinese rushed reinforcements 

into the breach. If the Chinese pressed their attack through the gap created 

by George Company’s withdrawal, the 23rd RCT’s perimeter would surely 

collapse.

Colonel Freeman, with his forces hotly engaged all along 

the perimeter, reacted to the penetration in the south. He ordered his 

Ranger company to attack. Several hasty counterattacks with the Ranger 

Company and tanks stunned the Chinese, but the American counterattacks 

were poorly coordinated and were repulsed with heavy casualties. Poor 

tank-infantry-artillery communications and the lack of counterattack 

planning and rehearsals caused the American attacks to fail. Piecemeal 

counterattacks were not enough to dislodge the determined Chinese, who 

now dug into George Company’s positions. Fresh Chinese forces moved 

forward under the eerie light of exploding shells and flickering illumination 

shells to widen the breach and wipe out the Americans. “The enemy attack 

continued without let-up. It was not one calculated to overrun the entire 

hill but a persistent, gnawing assault that progressed from one hole to the 

next.”10 

Though they had gained a precious foothold, the Chinese assault 

began to lose momentum as the night wore on, a phenomenon that would 

be seen time and again throughout the war: “they could crack a line, but 

138
a force lacking mechanization, air power, and rapid communications 

could not exploit against a force possessing all three.”11 Unfamiliar with 

the ground and the enemy defenses, Chinese reinforcements got lost in 

the dark. Chinese fire support, consisting of 76mm howitzers and 120mm 

mortars, was inaccurate and uncoordinated with their ground attacks. In 

addition, Chinese command and control was disjointed. Attacks were sent 

in piecemeal. Bugles and horns did not transmit orders in time to move 

forces forward to take advantage of local gains. The Chinese admitted that 

their failure on the night of the 14th was a failure of coordination. “Our 

firepower was not adequately organized because of the enemy’s superior 

firepower and the open terrain. For this reason we failed each of the three 

times we attacked, with our troops suffering heavy casualties.”12 Chipping 

away at the American positions, the Chinese did not have the mobility to 

break through before daylight, while the “Chinese had not been able to 

move swiftly enough during the crucial hours of darkness.”13

As the sun rose, the air was clear. Freeman’s TACP coordinated 

concentrated air attacks against the Chinese that stubbornly clung to the 

George Company hill. The aircraft rocked the hill with earth shattering 

high explosives and fearsome canisters of fiery napalm. The Chinese 

“went to ground” and then began to withdraw to avoid the terrifying air 

attacks. Colonel Freeman, seizing the moment, launched a new attack 

to seize George Company’s positions. Baker Company, 2nd Battalion, 

23rd Infantry led the way, aggressively moving forward under murderous 

Chinese fire. Both sides knew that a critical point in the battle had arrived. 

“B Company was unsuccessful in their counterattacks until 1400 hours, 

when air strikes and napalm drops routed the enemy from his position.”14

Colonel Freeman’s counterattack, this time composed of coordinated 

infantry, armor, and artillery, recovered most of George Company’s 

position and slaughtered the Chinese that were left. 

For now, the threat of an imminent Chinese breakthrough was 

over, at least for the day. Although the regiment’s counterattacks had been 

flawed, the fire of machine guns, tanks, air defense guns, artillery, and 

close air support drove the enemy back into the hills with tremendous 

casualties. Hundreds of Chinese bodies lay on the hills and in the paddies. 

Still, though bloodied, they held the high ground surrounding Chipyong-ni 

and they were determined to finish off the stubborn Americans. Cut off and 

isolated, the 23rd RCT badly needed rescue by a strong force.15

139
5th Cavalry to the Rescue 

Fortunately, the cavalry was on the way. The 5th Cavalry 

Regiment, led by fifty-year-old Colonel Marcel Gustave Crombez,16

was sent to break through to Chipyong-ni. The regiment, part of the 1st 

Cavalry Division, was ordered by Ridgway to penetrate the enemy lines 

along a single narrow south-north road. Crombez had received an aerial 

reconnaissance report that described Route 24A as capable of supporting 

tank movement. The enemy was everywhere, but the road was not blocked 

with obstacles or mines. 

At 0700 hours, on 15 February Crombez’s 5th Cavalry Regiment 

kicked off its attack to rescue the besieged defenders of Chipyong-ni. 

The column was a mile long and composed of both heavily armored M26 

Pershing tanks and the thinly armored, but more reliable, M4 Sherman 

tanks. In typical cavalry style, the 5th Cavalry charged up Route 24A, 

determined to break through, until it reached Hup-o-ri, where Crombez’s 

combat engineers constructed a bypass around a blown bridge. After only 

an hour the regiment was back on the road, fighting its way north along 

Route 24A against heavy Chinese opposition. 

All went well until the 5th Cavalry reached the village of Koksu, 

where it ran into a solid Chinese defense. There the enemy was deeply 

dug in on Hill 152, bordering route 24A on the east. Forced to deploy his 

infantry to clear the high ground, Crombez’s attack slowed to a crawl. Six 

miles to the north, the Chinese rained mortar and machine gun fire into 

Colonel Freemen’s Chipyong-ni perimeter. 

With night approaching, Crombez knew he couldn’t wait much 

longer to clear the high ground. Thinking quickly, Crombez changed his 

plan. He stripped down his attack column to an armored task force of only 

23 tanks; with the heavier M26 Pershing tanks with 90mm guns in the 

front and M4AE8 “Easy Eights” in the rear. He intended to break through 

first and then send for his trucks with fuel, ammunition, and medical 

teams later. To increase the power of the attacking force, Crombez ordered 

the infantrymen of L Company of 3/5th Cavalry, led by Captain John C. 

Barrett, to ride on top of the tanks. Artillery fire was not planned, for fear 

of hitting the infantry and due to the haste in the change of plans, but 

planes were expected to bomb and strafe ahead of the column. Crombez 

radioed Freeman that he was on his way, without his supply trains. Freeman 

radioed back, “Come on, trains or no trains!”17

140
Task Force Crombez renewed the attack at 1545 hours, meeting 

intense small arms fire from the village. The enemy fire raked the sides of 

the tanks, wounding many of the infantrymen on top of the tanks. When 

the tanks stopped to return fire, the infantrymen jumped off to find cover. 

Without warning, the tanks moved out of the gauntlet of Chinese fire to 

continue the attack. Some infantrymen scrambled back to the tanks, but 

many more were left behind. Poor tank-infantry cooperation — due to the 

lack of training and coordination of signals between the infantry riding on 

top of tanks and the tankers — left groups of infantrymen stranded and 

surrounded by the Chinese. This tragic event was repeated several times 

as the tanks continued the attack along the direction of attack. Some of the 

abandoned infantrymen were able to fight their way south, back to friendly 

lines. Others were surrounded, killed, or captured. Of the original 160 infantrymen of L Company that rode on top of the tanks, 12 were killed, 40 

wounded, and 19 missing in action. Only 23 made it to Chipyong-ni.18

Nevertheless, the tank column smashed on, unstoppable, peppering the 

Chinese with machine gun and cannon fire, blasting through every Chinese roadblock. 

Just south of Chipyong-ni, at a narrow cut constricting the 

passage to a single lane, the Chinese made an all-out effort to stop the 

American tanks. Chinese anti-tank gunners, positioned on the top of steep 

embankments on both sides of the narrow cut, fired rocket launchers in 

salvos at the American tanks. Other Chinese lined the gauntlet, firing 

small arms and throwing explosive satchel charges. The lead tank charged 

forward, ramming into the cut. A Chinese anti-tank gunner firing a captured 

3.5-inch American-made bazooka struck the lead tank in the turret. The 

tank, commanded by Captain Johnnie M. Hiers, burst into flames, killing 

everyone inside the fighting compartment. The tank kept moving under 

intense enemy fire. The driver of Hiers’ burning tank was severely burned. 

He heroically drove through the narrow cut, keeping the road clear for 

the rest of the tank column. If his tank had blocked the cut, the relief 

column would never have made it to Chipyong-ni. Without stopping, the 

remaining tanks sprinted through the gap, machinegunning the Chinese 

defenders on either side. 

The enemy was now caught between the 23rd RCT and Task 

Force Crombez. The lead tanks of the task force, with “tigers painted on 

their turrets and their guns roaring...came upon the little hill from the rear 

and blasted it.”19

141
Simultaneously, the 23rd RCT launched a four-tank counterattack 

to the south, with Captain Sherman Pratt’s Baker Company, 23rd infantry 

securing the hill on the southern edge of the perimeter. 

“The picture could hardly have been more grim. The 

platoons reported that each time they rose to charge over 

the crest, enemy gunfire could cut them down in their 

tracks. The platoon leaders insisted that further efforts 

were suicidal, and wanted to know what to do. ‘Hang on 

in place,’ I instructed the platoons...Just as the sun was 

setting, we looked out and could see the leading elements 

of the 5th Cavalry Task Force about a thousand yards 

away.”20 

Captain Sherman W. Pratt 

As the tanks surged forward, the Chinese ran away.21 Some of the 

defenders of Chipyong-ni were so happy to see Task Force Crombez that 

they ran up and kissed the front slopes of the tanks. At 1757 hours, on 

February 15th, Colonel Crombez, a yellow scarf at his throat, walked into 

the regimental command post. The siege was broken. 

In summarizing the battle, the official CCF report clearly expressed 

the terrific shock of the amored spearhead which battered its way into 

Chipyong-Ni:

The tanks surprised us and arrived almost at the door 

of the Regimental Command Post before they were 

discovered, seriously threatening the flanks and rear of 

the 2nd Battalion (Chinese). The Regiment immediately 

ordered the displacement of the 2nd Battalion...we 

have underestimated the enemy. In view of their past 

characteristics in battle, we expected them to flee at 

Chipyong-ni...we have been taught a lesson at the expense 

of bloodshed.22

Now short of supplies, their road blocks penetrated, and their 

casualties mounting, the attacking Chinese withdrew to the north. The 

CCF lost approximately 4,946 men to the 23rd Regimental Combat Team 

and an additional 500 to Task Force Crombez. The 23rd RCT lost 52 

Killed, 259 wounded, and 42 missing. Task Force Crombez had 12 killed, 

142
40 wounded, and 19 missing from L Company (the infantry who rode on 

top of the tanks). Three tanks were damaged penetrating Chinese defenses 

along Route 24A and only one tank, Captain Hiers’, was destroyed. 

With the relief of the defensive perimeter by Task Force Crombez 

the CCF reached a high-water mark they would never reach again. 

Chipyong-ni, coupled with other counterattacks along the front — like 

the I Corps drive to the Han and the pitched battle at Wonju — formed 

a major turning point in the Korean War. General Ridgway said: “Task 

Force Crombez, in its relief role, epitomized the offensive spirit. Colonel 

Crombez’s decision to advance with armor when his infantry moved 

too slowly was one of the best local decisions of the war.”23 Buoyed by 

the success of the Battle of Chipyong-ni, Ridgway’s tanks, infantry and 

artillery, supported by close air support, drove the Chinese north and 

recaptured Seoul in late February 1951.

Lessons of Victory 

Until the battle of Chipyong-ni, the Chinese had swept all before 

them with their bold infiltration tactics. The Americans, however, were 

quick to respond with tactics of their own. Some veteran soldiers, like 

Captain Sam Freedman of the famed 72nd Tank Battalion, believed 

that the solution to winning in Korea lay in the use of tanks as part of a 

combined arms team.24 Freedman believed that “tanks can be employed 

in many spectacular and highly effectual ways...the ingenuity of planners 

who won’t take ‘no’ for an answer has resulted in the discovery of means 

to bring up tanks for swift and telling strokes that have broken the back 

of enemy resistance.”25 Tankers like Freedman looked for ways to adapt 

tactics, techniques, and procedures to apply the advantages of battlefield 

mobility, protection, and firepower of tanks to mountainous terrain. 

Training, combined arms, and ingenious planning was the key. General 

Ridgway, a firm believer in seizing the initiative by any means possible, 

agreed. Aggressive tank operations in the Korean War demonstrated that 

armor “could operate effectively in terrain that doctrinally was considered 

completely unsuitable for tanks.” 26 

Chinese forces fighting at Chipyong-Ni were devastated in the 

battle, suffering 66-times more casualties than they inflicted. Freeman’s 

intrepid defense would later be studied as a model for defense while 

encircled. Task Force Crombez, in penetrating the enemy’s defenses and 

relieving the defenders, came to epitomize the offensive spirit so badly 

143
needed to reenergize UN forces and end the war. “The Eighth Army had 

risen from its own bitter ashes. It would not fall again.”27

Many battles would follow the bloody clash at Chipyong-ni, but 

this determined stand marked a turning point in the “Forgotten War.” In 

the best traditions of the US Army, the cavalry rode to the rescue, and the 

infantry, with its armor, artillery, and engineer brethren and plenty of close 

air support, took the measure of a determined, hard-fighting opponent and 

shown that he could be beaten and beaten badly. Therein lies a tale worth 

remembering for commanders in the next century. For them, and for all 

who admire courage and skill at arms, the deeds of the men who fought at 

Chipyong-ni linger still. 

144
Map 10. Battle of Chipyong-Ni, 1951.

145
Notes

1 T. R. Fehrenbach, This Kind of War, A Study in Unpreparedness, (New 

York: Macmillan Company, 1963), 158.

2 Lieutenant Colonel Roy E. Appleman (USA ret), East of Chosin, Entrapment and Breakout in Korea, 1950, (College Station: Texas A& M University 

Press, 1987), 67.

3 Russell A Gugeler, Combat Actions in Korea, (Washington D.C.: Office 

of the Chief of Military History, United States Army, 1970), 104.

4 Gugeler, 101.

5 Gugeler, 104. 

6 Headquarters, 23d Infantry Regiment, 2d Infantry Division, “Command 

Report from 1 February 1951 to 28 February 1951, signed by LTC John H. Chiles,” (Department of the army, Adjutant General’s Office, 21 February 1952, declassified 28 September 1970), 10.

7 Colonel Paul Freeman, “Wonju through Chipyong, an Epic of Regimental Combat Team Action in Korea,” (found in the United States Forces Korea/

Eighth United States Army Staff Ride Read ahead Packet: Battle of Chipyong-ni 

13-15 February 1951, edited by Thomas M. Ryan, 30 August 1992,), 77.

8 Fehrenbach, 392. 

9 Chinese Communist Forces, Headquarters XIX Army Group, “A Collection of Combat Experience,” (29 March 1951 Critique of Tactics Employed in 

the First Encounter with the Enemy at Chipyong-ni, Annex Number 1 to Periodic 

Intelligence Report Number 271, 2nd Infantry Division, translated by ATIS, 29 

June 1951), 1 (hereafter cited as HQ Chinese XIX Army Group).

10 Gugeler, 115. 

11 Fehrenbach, 394.

12 Headquarters XIX Chinese Army Group, 2.

13 Fehrenbach, 266. 

14 Captain Donald T. Murphy, “Allied Cooperation in a Combined Arms 

Battle: The French Battalion at Chipyong-ni, Korea, February 1951,” (Fort Leavenworth: Command and General Staff College, MMAS thesis, 1976), 7. 

15 Edwin Hoyt, The Bloody Road to Panmunjom, (New York: Stein and 

Day, 1984), 181. 

16 The controversial Colonel Marcel Gustave Crombez earned the distinction of commanding a regiment in Korea longer than any other officer. Born in 

Belgium, Crombez enlisted in the US Army as a private, gaining an appointment 

to West Point. Crombez was promoted to Brigadier General before his retirement 

in 1956. 

17 Guegler, 129. 

146
18 Gugeler, 134. “Hindsight clearly indicates in this instance not one soldier should have ridden on top of the tanks. Friendly artillery and the tanks with 

their own machine guns could have provided adequate close-in protection for the 

armored column. No engineers were necessary to remove mines.” 

19 Harold H. Martin, “The Two Terrible Nights of the 23rd,” in The Saturday Evening Post, (19 May 1951), 158.

20 LTC Sherman W. Pratt (US Army, Ret.), “Decisive Battles of the Korean War, An Infantry Company Commander’s View of the War’s Most Critical 

Engagements,” in Battle of Chipyong-ni (13-15 February 1951), (Seoul Korea: 

United States Forces/Eighth United States Army Staff Ride Read Ahead Packet, 

30 August 1992), 169 - 171. 

21 Clay Blair, The Forgotten War, America in Korea 1950-1953, (New 

York: Times Books, 1987), 708.

22 Chinese Communist Forces, Headquarters XIX Army Group, “A Collection of Combat Experiences,” (29 March 1951 Critique of Tactics Employed in 

the First Encounter with the Enemy at Chipyong-ni, Annex Number 1 to Periodic 

Intelligence Report Number 271, 2nd Infantry Division, translated by ATIS, 29 

June 1951), 2-4. 

23 Billy C. Mossman, Ebb and Flow, November 1950 -- July 1951, (Washington D.C.: Center of Military History, 1992), 300. After the war the decision 

to place infantry on top of tanks in this situation was rightfully criticized as the 

improper application of combined arms. Without armored infantry carriers, the 

tanks should have attempted the penetration attack without infantry support. The 

need for an armored infantry carrier became a goal of the US Army, largely from 

bloody lessons like this one. 

24 Mary Lee Stubbs and Stanley Russell Connor, Armor-Cavalry Part II: 

Army National Guard, (Washington, D.C.: Office of the Chief of Military History, 

United States Army, 1972), 77. Note: “Although the rugged terrain in Korea had 

been considered generally unsuitable for tank employment, Russian-made T-34s 

were used with success by the North Koreans during the early days of the war. 

American tanks were rushed to the scene in support of the United Nations and engaged in their first combat on 10 July. For several weeks they were outnumbered, 

and it was not until late August that the tank balance in Korea was tipped in favor 

of the United Nations. By then more than 500 US tanks were in the Pusan Perimeter, outnumbering the enemy’s there by over five to one. For the remainder of the 

war, tank units of battalion size and smaller were in most combat actions.” 77.

25 Captain Sam Freedman, “Tankers at Heartbreak,” in Armor; the Magazine of Mobile Warfare, (Fort Knox, KY: US Armor Association, September-October 1952), 24.

26 David A. Niedringhaus, “US Army Armor in Limited War: Armor Employment Techniques in Korea and Vietnam,” (Masters Degree Thesis: Ohio State 

University, 1987), 27.

147

Chapter 8

“We Are Crossing Into Africa”

Adan’s Division Triumphs in Sinai

by

Major General John W. Nicholson, Jr., USA

Since the dawn of recorded history more than thirty 

armies have crossed Sinai on wars of conquest or liberation, but none fought more dramatically than the small 

Israeli force which resisted the storming of the Suez 

Canal by Egyptian forces at the outbreak of the 1973 War 

of Atonement. Within hours Major General Bren Adan’s 

reserve armored division was on the move, arriving piecemeal to halt the Egyptian onslaught. Attacking with reckless courage the division was badly hurt, but recovered 

quickly to blunt the Arab push east of the Canal. Adan’s 

grim resolve and mastery of battle command evened the 

odds and set the stage for a shattering Israeli victory — 

even as Major General Arik Sharon battled for the limelight and the lion’s share of the glory.

Brutal, sudden war came without warning on the 6th of October 

1973, as more than 300 batteries of artillery opened fire along the mighty 

Suez Canal. Soon thousands of Egyptian soldiers carrying rubber boats 

rushed into the water, followed by engineers laying assault bridges and 

hundreds of tanks. To the handfuls of shocked reservists scattered up and 

down the length of the canal, the panorama unfolding before them seemed 

surreal, a nightmare that could not be true. In the days that followed, the 

Israeli units which fought in Sinai would be badly bloodied before taking 

the measure of a resurgent Egyptian army. One of them, the armored division led by Avraham “Bren” Adan, would rebound from its early defeat to 

win great glory in the most intense armored action since the Second World 

War.

Bren Adan, a retired general and former commander of the Israeli 

armored corps, was slated to command one of the three Israeli divisions 

on the Sinai front in the event of war. Seventeen hours after being alerted, 

Adan’s Division was in action counterattacking the Egyptian bridgehead. 

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Badly hurt in that initial action, his division successfully stopped repeated 

Egyptian assaults, crossed the Suez into Egypt and ultimately led the Israeli 

Defense Force (IDF) encirclement of the Egyptian 3rd Army. Adan’s story 

is one of triumph against more than the odds. In overcoming the shock and 

humiliation of early defeat, Adan and his iron soldiers wrote a memorable 

chapter in the history of modern war — a chapter worth reading for all 

who would challenge the odds on the battlefields of a new century.

A Dangerous Complacency

In the years which followed the 1967 “Six Day War,” the IDF 

counted on four major military strengths that had never failed them in the 

past. First, they assumed that their intelligence services would provide a 

minimum of two weeks warning before any Arab attack. Second, the IDF 

relied on a reserve system that could mobilize up to 300,000 reservists, 

many of whom were combat veterans, within 72 hours.1

 Third, Israel 

possessed the finest air force in the Middle East, one that could win air 

supremacy early and provide flying artillery in support of ground forces. 

Fourth, the IDF counted on its armored force, the heart and soul of the 

Israeli army, confident, highly trained, and courageously led. 

These strengths and unbroken battlefield success would lead the 

IDF to dangerously underestimate its Egyptian opponents when war came 

unexpectedly at Yom Kippur in 1973. By assuming their enemy would not 

learn from his mistakes, the Israelis became victims of their own success. 

In the sands of Sinai, rivers of blood would soon flow, the awful price of 

learning in an unforgiving school of war.

In the days before the war began, Egyptian forces arrayed along 

the Suez consisted of five infantry divisions, three mechanized divisions, 

two tank divisions, numerous independent brigades, 28 commando battalions, engineer, artillery, and air defense units. The five infantry divisions 

that were to make the initial assault each possessed 120 tanks, hundreds of 

anti-tank systems (SAGGER ATGMs and RPG7s), and more than 2,300 

artillery pieces and mortars across the front. Egyptian infantrymen were 

highly trained on the SAGGER through the use of simulators; some gunners reportedly fired 30,000 simulated engagements in preparation for the 

war.2

 

The Soviets had gone to great lengths to rebuild the shattered 

Egyptian Army after their 1967 debacle, providing substantial quanti150
ties of weaponry. From 1967 to 1973, the Soviets built the Egyptian tank 

fleet from 370 to 2,350. While these were principally the T54/55 variant, 

they also possessed 100 of the most modern Soviet armored vehicles, the 

T62. Over 1,500 heavy artillery pieces and 150 surface-to-surface missiles 

were provided in addition to 150 self-propelled guns. The provision of 30 

SCUD missiles to Egypt in 1973 gave the Egyptians an offensive capability to strike Israeli cities, an important deterrent against Israeli air strikes 

targeted at Egyptian cities.3

 While Egyptian tactical proficiency grew 

through intense training with these new systems, their adoption of Soviet 

tactics did not prepare them well for the flexibility and initiative demanded 

of offensive maneuver warfare. On the other hand, Soviet set-piece tactics greatly enhanced their ability to execute the very complex cross-canal 

assault as well as the establishment of static, but lethal, combined arms 

defenses to protect their bridgeheads.

But defeating Israeli counterattacks east of the Suez could not 

occur unless the Egyptians successfully pushed massive combat power 

across the waterway in the first 24 hours of the attack. While a successful deception plan would hopefully delay the mobilization and arrival of 

Israeli reserve divisions, the combat assault across the Suez required engineering expertise and equipment the Egyptians did not possess. The tasks 

assigned to the engineers were therefore significant: to open 70 passages 

in the Israeli sand berm on the east side of the canal, operate 50 ferries, 

construct 25 assault bridges, pilot 1,000 rubber boats across the Suez in 

the initial assault, breach Israeli obstacles, reduce the Bar Lev line fortifications, and emplace minefields in support of Egyptian defenses on the 

east bank. In addition, they built more than 2,000 kilometers of roads and 

numerous staging areas in support of the deception plan. 

In order to accomplish these tasks, the Egyptians organized 15,000 

men into 35 various engineer battalions. Beginning in the summer of 1970, 

the Soviets began delivery of the most modern bridging assets in their 

inventory, along with other amphibious landing equipment and tactical 

planning support. They experimented with various techniques in search of 

the fastest means to breach the ten-meter high berm on the Israeli side of 

the Canal. This task was arguably the most critical of all, for without well 

prepared banks, bridges, and ferries, they would be unable to deliver tanks 

and other heavy equipment across the canal before the arrival of Israel’s 

reserve armor divisions. In late 1971, a young Egyptian officer suggested 

the use of commercial water pumps to wash away the 1,500 cubic meters of 

sand required to open each passage. By the summer of 1972, the Egyptians 

acquired sufficient numbers of British and German pumps to enable them 

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to open the required breaches in three hours time.4

 Coupled with the rapid 

assembly time of the latest Soviet bridging equipment, the Egyptians were 

now capable of erecting operational bridges within nine hours.5

 

Despite the inevitable signs of the extensive Egyptian engineer 

training effort (in some cases conducting exercises along uncovered 

stretches of the Suez), the Israelis stuck to their intelligence estimate that 

the Egyptians would only be capable of establishing one bridge across 

the Suez in the first 24 hours of an attack. During the actual assault, the 

Egyptians constructed ten heavy bridges and fifty ferries in nine hours, 

a feat that enabled them to cross 80,000 troops, 500 tanks, and a complete missile defense system in the first ten hours of the war. While Soviet 

equipment and advice was a key factor in this effort, it was Egyptian ingenuity that created the rapid breaching capability. From July of 1972 until 

the start of the war, Egyptian engineers (without Soviet advisors) refined 

and rehearsed their plans until they were capable of successfully executing 

one of the most complex and difficult engineering feats imaginable against 

one of the world’s finest armies. 

Detailed planning and extensive rehearsals were essential, but 

also telegraphed Egyptian intentions. Therefore, an effective deception 

effort had to precede execution. The Egyptians conducted numerous exercises designed not only to train their troops dozens of times on required 

tasks, but to desensitize the Israelis as to Egyptian intentions. They built 

berms up to 75 meters high on the west bank of the canal to impede Israeli 

observation of their activities and to enable observation and fire into each 

of the Israeli strongpoints. They conducted major exercises that involved 

the mobilization of reserves, deployment of thousands of troops to the 

canal, movement of armor and bridging equipment to staging areas along 

the waterway, and extensive media coverage predicting war. These major 

demonstrations began in late 1971 and were repeated in December of 1972 

and April of 1973. They successfully desensitized Israeli intelligence to 

the possibility that such exercises were actually a precursor to war. When 

the Egyptians began yet another similar exercise in September of 1973, 

Israeli intelligence dismissed indications that this was different.6

 Thus, 

Egyptian deception successfully reduced Israeli strategic warning from 

weeks to mere hours. The resulting strategic surprise meant that the Israeli 

mobilization call was almost fatally late, leaving the small IDF regular 

forces to absorb the full weight of the Egyptian onslaught.

By strategically synchronizing their attack with Syria, the 

Egyptians denied the Israelis the option of massing air and ground forces 

152
against one opponent at a time. The Israelis chose to send the IAF against 

the geographically closer Syrian threat to the Golan Heights, leaving the 

Israeli forces in the Sinai without the air cover to which they had grown 

accustomed. Those Israeli pilots that did fly against the Egyptians on the 

first day of the war faced the densest array of air defense systems ever 

deployed. Even the infantrymen on the east bank of the canal were armed 

with the SA7 shoulder-fired SAMs. Ironically, the success of Israeli air 

attacks during the War of Attrition from 1967 to 1970 was the primary 

reason that the Soviets invested so heavily in Egypt’s air defenses. From 

mid-1969 through 1973, the Soviets provided over 720 SA2, SA3, and 

SA6 launchers to the Egyptians, increasing their inventory of missile 

systems by a factor of five.7 The combination of mobile SA6s, ZSU 23-

4s, and SA7s was particularly effective in providing mobile air defense 

to supplement the coverage from fixed SA2/3 missile sites on the west 

bank for Egyptian units that were to cross the canal. When concentrated 

along the relatively narrow Israeli front, the resulting air defense screen 

was denser than that faced by NATO pilots in Europe or by US pilots 

over North Vietnam. The employment of large quantities of SAMs was yet 

another example of an extremely effective counter to an Israeli strength, in 

this case, air superiority. 

The use of asymmetric means to marginalize Israeli strengths was 

indicative of the candid self-assessment conducted by the Egyptians after 

the 1967 War. Realizing that they could not create an armor corps that 

would defeat the IDF in mobile warfare or an air force that could down significant numbers of IAF pilots in aerial combat, the Egyptians endeavored 

to defeat them in other ways. Since Israeli tankers were expert at killing 

other tanks in the open, Egyptian tanks would fire from dug-in positions 

as part of a cohesive defense with ATGMs, artillery and obstacles situated 

around the Israeli objectives — the Egyptian bridgeheads. Since Israeli 

pilots were superb in aerial combat and close air support, they would not 

be countered with planes, rather with unprecedented quantities of surface 

to air missiles arrayed around the targets that the Israelis had to attack — 

the bridges across the Suez. 

A Day of Reckoning

This was no longer the same Egyptian Army we had 

crushed in four days in 1967. We were now dealing with a 

well-trained enemy fighting with skill and determination.8

Bren Adan, 8 October 1973

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Map 11. Campaign in Sinai, 6-13 October 1973.

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It was not until 0600 hours on the day of the attack that Israeli 

intelligence finally predicted the Egyptian action. At 0700 hours they 

alerted the General Staff that the offensive would begin that evening at 

1800 hours. Barely had this word reached the Sinai Division (the lone 

regular army division defending the canal) when the Egyptian onslaught 

began at 1400 hours. Two-hundred-forty aircraft struck targets throughout 

the depth of the Israeli defense in the Sinai, destroying 40-percent of the 

IDF’s local artillery and damaging air defense sites, command centers, 

airfields, and logistics sites. Two-thousand artillery tubes fired 10,500 shells 

at Israeli defensive positions in the first minute of the attack. Over 3,000 

tons of explosives landed on Israeli positions within the first hour. Fifteen 

minutes after the bombardment commenced, the 8,000 infantrymen in the 

first Egyptian wave crossed the canal in rubber boats and quickly moved 

inland.9 Their job was to set up the anti-armor defenses that would defeat 

the initial Israeli counterattacks from the Sinai Division, commanded by 

Major General Albert Mandler. Subsequent waves of infantry isolated 

and assaulted the 17-manned fortifications, while Egyptian armor took up 

firing positions on the west bank to pummel the Bar Lev forts and engage 

reinforcing Israeli armor. 

At the outbreak of war, the Bar Lev line was manned by a grand 

total of 436 reservists and three tanks.10 The soldiers were mostly middleaged businessmen and new immigrants from the Jerusalem Brigade serving 

their annual reserve duty. Few were combat veterans. In the days to come, 

the resistance from these by-passed posts would astonish the Egyptian 

units ordered to take them. In one case, a single Israeli tank continued to 

fight long after its defenders were killed or captured, attacked by dozens of 

Egyptian soldiers armed with rocket launchers. Finally it fell silent, after 

numerous missile hits. Inside, a single surviving crewman, burned and 

bleeding, was lifted from the turret. As he was carried away on a stretcher 

he saluted the Egyptian general commanding the assault troops. While 

no garrison surrendered without permission, their fates were sealed as 

thousands of Egyptians swarmed past them in the first hour of the conflict. 

Not knowing the Egyptian main effort or intended crossing sites, 

General Mandler pushed his tanks forward. The Egyptians had observed 

Israeli rehearsals of these counterattacks and sited weapons systems along 

the Israeli routes. As Mandler’s tanks raced along their pre-rehearsed 

routes, they were badly mauled, falling to the RPGs, ATGMs, land mines, 

and Egyptian tank fires from the opposite side of the canal. The experience 

of one Israeli tank gunner was typical. Rushing towards the Suez in the lead 

155
tank of his unit, his crew was hit by an Egyptian tank firing from the west 

bank. Escaping his destroyed vehicle, he replaced a wounded crewman 

in another tank, which was immediately struck by three missiles. Badly 

burned, he barely escaped this tank before the ammunition exploded. As 

Israeli Defense Minister Moshe Dayan admitted after the war, “Our effort 

to bring up tanks to the canal to prevent the erection of the bridges cost us 

very dear. We hadn’t anticipated that.” By 0630 hours on 7 October, the 

Sinai Division had only 180 operational tanks left of the 290 the division 

had entered combat with, sixteen hours earlier. 

At this moment Bren Adan arrived on the battlefield with the lead 

elements of his reserve division. Alerted less than a day earlier, his rapid 

deployment to the battlefield was itself a minor miracle. Given the dire 

situation along the canal, Adan had ordered his units to self-deploy rather 

than wait for tank transporters to move them. Leaving his deputy to push 

the three tank brigades out from their stations in the Negev, he personally 

moved forward to assess the situation on the northern portion of the Sinai 

front. Adan’s arrival at the head of his division was an enormous relief for 

General Scmuluk Gonen, the Sinai front commander, who immediately 

placed Adan in command of the northern portion of the line. While this 

might have unnerved a lesser commander, it was a familiar role for Adan. 

He had commanded the Sinai front immediately following the 1967 War, 

building the Bar Lev Line in the late 1960s. He had commanded the entire 

Armored Corps for the previous five years and, in that capacity, had been 

Gonen’s boss. 

Adan’s available forces at this point consisted of the troops in the 

remaining strongpoints in his sector, all surrounded and desperately short 

of ammo and medical supplies, and the remnants of the Gabi Brigade of 

the Sinai division — a total of nine tanks. The remainder of that Brigade 

was killed, cut off, or mired in the deep dunes and impassable marshes 

prevalent in the area. Complicating matters further, the lead brigade of 

Adan’s division was ambushed by an Egyptian Commando battalion at 

its debarkation point. Twenty men and two tanks were lost as the unit 

attempted to unload vehicles from heavy equipment transporters under 

fire. As the brigade recovered and turned to attack the ambushers, the 

Egyptians fought tenaciously — commandos against tanks. It dawned 

on Adan’s division that these were not the same opponents that they had 

defeated so easily in 1967. 

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The surprise at Egyptian determination was compounded by 

the psychological shock of the effectiveness of the Egyptian SAGGER 

missiles against Israeli tanks. “You are rolling along feeling invulnerable 

and suddenly you see a single man holding onto a stick standing 2,000 

yards ahead of you. You cannot believe that this single man has the power 

to destroy the huge tank, but in a few seconds the tank is a wreck,”11

related one Israeli tank commander. Unfortunately, this lesson was learned 

anew by each of Adan’s units as they engaged in close combat with the 

Egyptians for the first time. 

To make matters worse, the Israeli Air Force failed to materialize 

in significant numbers over the crossing sites. With priority going to the 

Golan Heights, and after serious losses in the first sorties over Sinai, 

General Headquarters (GHQ) in Tel Aviv shifted the main effort of the 

IAF to the Syrian front. The denseness of the Egyptian air defenses was 

having the desired effect. “It was like flying through hail,” reported one 

Israeli pilot, “the skies suddenly filled with SAMs and it required every 

bit of concentration to avoid being hit and still execute your mission.”12

Adan was not to see any significant air support for the next eight days, an 

unusual condition for an Israeli commander to face. 

Fire support from field artillery was similarly unavailable. The 

reliance of the IDF on close air support had resulted in a relative neglect 

of their artillery arm. Only ten artillery pieces were available in Adan’s 

sector and his division artillery was last in the order of movement from 

their mobilization stations. Only pure armor faced the masses of Egyptians 

striving to break out from their bridgeheads across the canal. And as the 

Israelis were learning, the Egyptians had found an answer to tank-only 

attacks.

At this point, only Israeli crews and platoon-sized elements 

stood between the Egyptian Army and the Israeli homeland. Fighting in 

small units, in most cases isolated and surrounded, these IDF soldiers 

demonstrated the resolve, tenacity, and tactical skill that have characterized 

Israeli troopers for decades. Small-unit leaders were a key factor to success, 

as their actions delayed and disrupted the Egyptians ability to establish 

and widen their bridgeheads. The intensity of combat is illustrated by the 

after action report of a three tank platoon of Israeli armor fighting to reach 

a besieged Bar Lev fort. An RPG hit the lead tank, but its commander, a 

lieutenant, managed to extinguish the fire. He identified the Egyptians, a 

company-sized element in low sand dunes about 300 meters away, and 

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opened fire. As his second tank drew up beside him, he switched tanks 

and charged the Egyptians. Upon reaching the enemy line, his tank was 

hit simultaneously by four RPGs. Fighting from the open hatch position 

(as all Israeli tank commanders are taught to do), the officer was wounded, 

but as he fell inside the tank, he ordered his driver to wheel left along the 

enemy line and crush them.

The valor, competence, and determination of these small Israeli 

units bought time for Adan’s division to arrive on the battlefield. His 

ability to influence the fight was essentially limited to hastening the 

buildup of combat power and reorganizing Gabi’s mauled brigade. But 

conditions along the one main route into the sector significantly slowed 

the arrival of his units. On the afternoon of October 7th, traffic was barely 

moving and the trail elements of his last armored brigade were still over 

70 kilometers away. Adan’s only foot troops, Fedale’s attached brigade of 

armored infantry, was behind the armor and not expected to arrive until 

noon on the 8th. His division artillery, three battalions of self-propelled 

155mm howitzers, was behind the infantry and moving on its own tracks 

as insufficient transporters were available. These guns would not arrive 

before the evening of the 8th and Adan would have to fight with the ten 

guns of the Sinai division in his sector. These ten guns, coupled with his 

89 operational tanks, constituted the only combat systems he had available 

to pit against the full weight of the Egyptian Second Army. 

The Egyptians had hundreds of tanks crossing on 12 established 

bridges along the length of the canal by the night of the 7th. There were 

two major force concentrations in Adan’s vicinity but no main effort had 

yet emerged. This apparent lack of a main effort was intentionally planned 

to confuse Israeli planning and delay their counterattacks. Egyptian 

planners had studied Israeli doctrine as practiced in previous wars and 

correctly assumed the IDF would seek to identify and attack their main 

effort. By initially attacking across a broad front, the Egyptians hoped to 

delay effective counterattacks long enough to establish a 10-12km-deep 

continuous bridgehead on the east bank of the canal. 

Shortly after taking charge of the northern sector, Adan was called 

to a meeting at IDF GHQ to discuss the situation and decide on a course 

of action. At this session, Adan met with his commander, General Gonen, 

and the IDF Chief of Staff, General Dado. The other reserve division 

commander along the Sinai front, Major General Ariel (Arik) Sharon, was 

not present. Dado decided to start the meeting without Sharon. When asked 

158
for his recommendations, Gonen suggested an immediate counterattack to 

seize Egyptian bridges and establish an Israeli bridgehead on the western 

bank of the Suez. To Adan, Gonen’s approach revealed an unwarranted 

optimism given the grave situation on the ground. 

When asked for his assessment, Adan pointed out that any crosscanal attack conducted before noon on the 8th would be executed without 

his infantry and artillery and into the very effective anti-tank defenses of 

the Egyptians. He recommended a limited counterattack to halt the enemy 

advance and regain the initiative for the Israelis. Dado agreed with Adan 

and issued instructions for a limited counterattack. “We will not initiate a 

crossing operation.”13 Adan was to do his best to evacuate the remaining 

strongpoints under cover of darkness before starting the attack the next 

morning. Another important caveat was that the attack was not to proceed 

until Gonen’s divisions had adequate combat power. In Adan’s case, he 

estimated that he would have 200 tanks by 0800 hours and that this would 

be the minimum required to successfully execute the attack. As the meeting broke up, Sharon arrived and differed with the plan. Gonen stayed 

behind to explain things to Sharon, but Adan returned to his division. 

The Counterattack Fails

At 2200 hours on the 7th, Adan returned to his command post 

and drafted his plan based on the verbal guidance he had received from 

Dado and Gonen. He had no written orders from Southern Command, 

but believed that he clearly understood the intent of the next day’s operation. By 0300 hours, he had convened his brigade commanders, issued his 

orders and released them to begin moving their brigades for an attack at 

approximately 0800 hours.

Meanwhile, Gonen’s staff drafted an order that differed significantly 

from Dado’s guidance. Rather than fly to his division commanders and 

deliver these new instructions in person, Gonen attempted to issue the 

order via radio. He was unable to reach Adan and so passed his instructions 

to the senior officer in Adan’s CP in Baluza. Amazingly enough, Gonen 

issued orders for a crossing of the Suez. When informed that Adan had 

already issued instructions for the limited counterattack directed by Dado, 

Gonen told Magen just to “call the brigade commander who will cross the 

canal and brief him.”14 

These conflicting orders further complicated an already confused 

and difficult situation. When Adan and Gonen finally were able to 

159
establish radio contact at 0430 hours, Adan reminded Gonen that he had 

neither the air nor artillery support to conduct anything other than a limited 

counterattack. Gonen relented and approved Adan’s plan. This inauspicious 

start did not bode well for the future. Both Gonen’s personal inadequacies 

and the system which placed him in nominal control of generals far senior 

to him would obstruct the conduct of operations for many days. 

By that morning the Egyptians had two infantry divisions and 600 

tanks in their bridgeheads. Adan’s plan was to move west towards the canal, 

then turn south in order to take the bridgeheads from their northern flank, 

thus avoiding the Egyptian defenses oriented to the east. He attacked with 

two understrengthed brigades forward and one in reserve. By 0900 hours, 

his units had completed their western movement without major contact 

and turned south. Failing to make enemy contact because they were too 

far to the east, Adan’s brigades turned west and unwittingly drove directly 

into the Egyptian’s well-prepared defenses.

Then began a series of communications between Adan and Gonen 

that had serious tactical implications. Based on the lack of significant 

contact during Adan’s initial movement, Gonen resumed his calls for a 

crossing of the canal. Just as Adan received these instructions, his units 

encountered serious resistance from the numerically superior Egyptian 

forces. Overhearing these instructions on the division command frequency 

when his brigade net went down, one of Adan’s battalion commanders 

from the reserve brigade used his initiative and charged headlong towards 

what he thought was a lightly defended bridge. Within minutes, 18 of the 

battalion’s 25 tanks were knocked out. The resulting casualties included 

the battalion commander, two company commanders, two platoon leaders, 

and dozens of others. 

Meanwhile, both of the lead brigades were engaged in serious 

fights. Unsupported by air and receiving only limited artillery support, 

Adan considered calling off the attack. But based on the promise of 

impending air support from Gonen, he directed his commanders to 

continue slowly and deliberately. By 1415 hours, the air support had failed 

to materialize. As the northern of his two brigades continued its attack; its 

battalions became separated. The lead battalion under LTC Yagouri ran 

directly into an Egyptian fire sack, facing the full effects of a combined 

arms defense — artillery, tanks, ATGMs, and RPGs. Within minutes, 

the unit was in retreat with only nine operational tanks and its battalion 

commander a prisoner of the Egyptians. The Egyptian commander, BG 

160
Hasan Abu Saada, described the action: “The enemy opened his attack 

moving forward at a speed of 40kph. As soon as the Israeli tanks crossed the 

camouflaged infantry trenches, the infantry jumped out of the trenches like 

devils and began to attack. Our tanks and all of the antitank concentrated 

in the area destroyed (the enemy) within three minutes.” Moving with the 

other battalion, Natke, the brigade commander, advanced to within 800 

meters of the canal before he also came under intense attack. Again, the 

Israeli unit absorbed the full effects of a combined arms antitank defense 

and was destroyed in minutes, escaping with only four operational tanks. 

Just as Adan received this news, his own command post was 

shelled, killing his communications officer and disabling one of his 

command post Armored Personnel Carriers (APCs), forcing him to 

displace at one of the most critical points in the battle. Given his ensuing 

communications problems, Adan called his two brigade commanders for 

a face to face meeting close behind the front lines. No sooner had they 

dismounted their vehicles to begin their meeting, and then word came of 

an Egyptian counterattack from the very bridgeheads that the Israelis had 

been assaulting. Adan thought “just what we needed...the enemy attacks 

and both brigade commanders are with me.”15

Upon returning to their brigades, Adan’s commanders found a 

desperate situation. Natke reported, “This is a serious attack, one hundred 

tanks at least...” Gabi cut in, “They are coming on a very broad front at 

(Natke) and us in huge numbers... Give us air support, because we don’t 

have enough forces.”16 By 1700 hours, Adan was facing the worst crisis 

he’d experienced in four wars. With three battalions nearly wiped out, his 

artillery and infantry yet to arrive, and with no air support, he was under 

attack by two Egyptian divisions of the most well trained and equipped 

troops that his foe had ever fielded. Physically fatigued (he hadn’t slept 

in almost three days), Adan gave an order that ran counter to the ethos of 

the IDF. He ordered a retreat. Almost as soon as he had given the order, he 

reconsidered.

“A thought crossed my mind that situations of near collapse 

frequently come up on the battlefield simultaneously for 

both sides and the force that finds the inner strength to 

hold out just a little longer can sometimes alter the course 

of a campaign.”17

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He called his brigade commanders and asked if they could hold 

on until help arrived from Sharon’s division to the south. Even though 

Adan called numerous times to Gonen and Sharon for help throughout 

the day, reinforcement never arrived. Sharon’s forces were never engaged 

that day, and even when in position to assist, did not do so. Gonen never 

developed an appreciation for the actual situation on the ground and 

continually issued conflicting orders for a crossing of the canal. These 

leadership failures eventually resulted in Gonen’s replacement as Sinai 

Front Commander and a recommendation that Sharon be relieved. With 

increasing desperation, Adan’s soldiers fought on and eventually held off 

the Egyptian counterattack.

Adan’s success in holding against the Egyptian onslaught hinged 

on the gunnery skills of a few tank crews led by courageous and skilled 

leaders. Gabi’s deputy brigade commander led a composite group of six 

tanks that fought alongside the nine tanks left of one of Gabi’s battalions. 

The one surviving company commander in the battalion led this latter group. 

To their right were the 20 tanks of Natke’s battalion of Gabi’s brigade. 

With the setting sun at their backs, the attacking Egyptians enjoyed some 

initial success. However, as soon as darkness fell, superior Israeli gunnery 

stopped the lead Egyptian tanks. After this repulse, the Egyptians renewed 

their attack with infantry, but effective use of illumination and fires from 

the arriving artillery halted these attacks. 

During the subsequent lull in the fighting, Adan addressed the 

problem of how best to reorganize his battered division while in contact 

with the enemy. He sensed that the enemy would require recovery time 

as well, so he assumed the risk of establishing a light screen line with 

his reconnaissance units while withdrawing his brigades behind the first 

defensible terrain to their rear. As the brigades pulled back behind a 

ridgeline 5km to the east, the division staff moved their support teams 

(maintenance, medical, and resupply units) forward. The division was 

down to 100 tanks, less than 50-percent strength, with three battalions 

down to a third of their strength. Leader losses had been particularly heavy. 

While Adan believed the decision to attack was sound, he 

acknowledged that his execution was weak. He faulted his own command 

and control, especially in allowing uncoordinated and unsupported brigade 

attacks. Likewise, each of his brigade commanders allowed uncoordinated 

battalion assaults which uniformly met with disaster.18 Despite Adan’s 

willingness to accept responsibility for his division’s performance, Gonen’s 

162
poor front-level leadership set the conditions for the division’s ultimate 

failure. Even though he had two other divisions and dozens of air sorties, 

Gonen never reinforced his understrengthed main-effort division with 

any additional assets. While Adan attacked the Egyptian Second Army 

with fewer than 200 tanks (the minimum force he deemed necessary), 

with only ten tubes of artillery and no infantry; Sharon’s division spent 

most of the day moving unengaged around the battlefield. Most disturbing 

was Gonen’s misuse of his air sorties, sending the vast majority far to 

the south against the Egyptian Third Army while his main thrust attacked 

unsupported into a well-established defense. While the disjointed nature 

of Southern Front actions on the 8th of October was due in part to their 

desperate situation, it was also a consequence of the overconfidence that 

permeated the entire IDF. 

A Hasty Defense

Following this failure, GHQ directed Southern Command to go 

over to the defense to allow a buildup of forces needed to conduct a proper 

offensive. The former defense minister, General Bar Lev, moved to the 

Southern Front headquarters to personally oversee Gonen. To mask the 

disarray in Israeli command at the front, Gonen remained in nominal 

command, but Bar Lev assumed direct control as the senior man on the 

scene. The Egyptians retained the initiative and vigorously tried to expand 

their bridgeheads with daily attacks across the front. 

Adan’s division skillfully fought off at least three determined 

Egyptian attacks per day over the next four days. The Egyptian pattern 

was to infiltrate infantry close to the Israeli positions at night. Thirty 

minutes of concentrated artillery and rocket fire would precede an assault 

by Egyptian tanks and infantry in APCs. As they closed on the Israeli 

positions, the infiltrated infantry would stand and accompany the tanks 

in the assault. SAGGER missile units fired from the flanks. Adan’s men 

gradually took the measure of their Egyptian foes, even though they were 

very impressed with the valor and determination of the Egyptian infantry. 

Adan skillfully maneuvered his brigades and massed his artillery to bring 

the full combat power of the division to bear on any Egyptian attack. On 

the 9th, the Egyptians succeeded in penetrating through Gabi’s brigade, 

but Adan defeated the assault by massing his two other brigades onto the 

flanks of the penetration. On the 10th of October, Egyptian efforts seemed 

to reach a zenith with five attacks in a single day. After inflicting heavy 

losses on the enemy, Adan’s division sensed the initiative shifting their 

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way. As their combat power and confidence continued to grow, Adan and 

the other general officers on the Southern Front realized that now was the 

time to consider a shift to the offensive. 

In preparation for the upcoming cross canal attack, Adan’s division pulled back from the line on Friday, October 12th. A brigade from 

the Sinai division occupied his entire sector in an economy of force role, 

while Adan’s unit prepared for the crossing. No sooner had they completed 

their withdrawal then the Egyptians began moving their two reserve armor 

divisions across the Suez in preparation for an all-out offensive against to 

reach the Sinai passes and relieve pressure on the Syrians. One of Adan’s 

brigades was positioned opposite Refidim, an anticipated Egyptian objective, but the remainder of the division was held in reserve to counterattack 

against any Egyptian penetration. 

On the 14th, the Egyptians launched their long awaited attack. 

The battle involved over a 1,000 Egyptian tanks, 600 Israeli tanks, and 

1,000 other armored vehicles, making this the largest armor clash since 

the Battle of Kursk in the Second World War. Now it was the Israeli’s 

turn to demonstrate their mastery of armored warfare. Utilizing multiple, 

hull-down firing positions, disciplined fire control, local flanking attacks, 

massed artillery, and effective close air support, the Israelis crushed the 

Egyptian attack.19 By attempting offensive operations against prepared 

Israeli defenses, the Egyptians deviated from their successful formula of 

the war’s early days. They paid dearly for it. By the day’s end, 264 Egyptian 

tanks lay burning in front of the Israeli positions. More importantly, the 

Egyptians had committed the bulk of their remaining armor to the effort, 

thus removing the primary threat to any Israeli force that crossed the canal. 

Realizing their opportunity, GHQ ordered Southern Command to cross the 

Suez the following night. 

Operation GAZELLE

The crossing site selected lay at the northern end of the Great 

Bitter Lake along the boundary between Egypt’s Second and Third Armies. 

During the interwar years, the Israelis had identified this as a potential 

crossing location and had built a marshalling yard, prepared the banks for 

bridging, and constructed roads to move the prefabricated bridging and 

ferries from storage locations deeper in the Sinai. Southern Command’s 

plan called for Sharon’s division, reinforced by a brigade of paratroopers, 

to attack on the night of the 15th to clear the primary route (codenamed: 

Akavish), secure both banks of the Suez at the crossing point, cross the 

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canal, and expand the bridgehead three miles north along the Suez by the 

following morning. Sharon would then attempt to eliminate local Egyptian 

artillery and air defense positions, allowing unfettered IAF support to the 

bridgehead. Adan’s division would begin crossing on the morning of the 

16th and attack south out of the bridgehead in order to cut off the Egyptian 

Third Army. 

The plan did not survive the first shot. While the lead units of 

Sharon’s division successfully reached the crossing site, trailing units were 

unable to clear route Akavish along which the bridge and all other units 

were to travel. In a ferocious fight around an experimental agricultural 

site nicknamed the “Chinese Farm,” Sharon’s force battled elements of 

two Egyptian divisions that had been severely battered during the attack 

of the 14th. As the fight raged for Akavish, Sharon was able to push a 

brigade of paratroopers across the Suez in rubber boats. By noon on the 

16th, 27 tanks had been ferried across to reinforce the paratroopers, but 

there was still no bridge. In contrast to the savage fight raging around the 

Chinese Farm, this small force on the west bank encountered no concerted 

Egyptian counterattack. Sharon directed them to form raiding parties to 

destroy SAM sites, artillery, and logistics dumps on the west bank. With 

the subsequent destruction of four SAM sites, the IAF was able to begin 

operating over the bridgehead. Amazingly enough, the Egyptians failed to 

realize the threat posed by the crossing for another 36 hours, granting the 

Israelis precious time in which to secure their tenuous hold on the west 

bank. 

Given Sharon’s failure to secure Akavish, Adan now had to fight 

his way to the Suez and assist in getting the bridge across before executing 

his primary task of isolating the Third Army. Except for the small force 

on the west bank, Sharon’s division was fighting from west to east in an 

attempt to secure the eastern bank and clear the primary road to the canal. 

On the 16th and 17th, Adan’s division fought its way to the Chinese Farm, 

opening a corridor for pontoon bridging and other engineering equipment 

needed to establish a bona fide crossing. The primary bridge, a heavy-duty 

roller bridge, was being laboriously towed by a dozen tanks to the crossing 

point and was far behind schedule. As the Egyptians began to appreciate 

the gravity of the Israeli threat, their response became more focused as 

their GHQ ordered both the Second and Third Armies to close the gap on 

the east bank. 

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In the midst of fighting off heavy attacks from the north by the 

Egyptian Second Army’s 16th and 21st divisions along Akavish, Adan 

received word that the Egyptian Third Army was counterattacking from 

the south with their 25th Separate Armored Brigade of T62 tanks. Adan 

quickly organized a divisional ambush designed to catch the Egyptian unit 

in column as it advanced north towards the bridgehead. The kill zone was 

between the Bar Lev forts of “Lakekan” and “Botzer” along route Lexicon, 

the north-south road which parallels the Suez. A company of tanks in the 

vicinity of the Lakekan fort blocked the northern end of the kill zone. 

The western edge of the kill zone was the Great Bitter Lake and the prewar minefields along its shore. The ambushing force was formed from 

Natke’s brigade positioned in the hills east of the Great Bitter Lake. Adan 

requested Aryeh’s brigade be released from Southern Command reserve 

duty to extend the ambush line further south and seal their escape route. 

From their concealed positions in the hills east of the lake, these two units 

could fire from east to west into the flank of the enemy as they advanced 

northward in their 15km-long column. 

At 1230 hours, the Egyptian’s 25th Brigade scout company 

engaged the Israeli tanks at Lakekan, but Natke’s brigade held its fire until 

the main body entered the kill zone. By 1445 hours, when the head of the 

Egyptian column reached the Israeli position at Lakekan, Natke began his 

attack. As his tanks moved forward from hide positions to engage the enemy 

from the flank, the enemy column froze, then began to counterattack. As 

Aryeh was still racing to the battlefield, Adan ordered him to send one of 

his battalions south to seal off the escape route. By 1600 hours, the enemy 

brigade had been devastated, but the remnants were attempting to retreat. 

Only ten vehicles escaped Aryeh’s blocking force as he engaged them with 

the help of artillery fire from the southernmost Israeli division. Adan’s 

losses in the entire fight were one tank hit by a SAGGER missile and two 

disabled by mines as they chased the fleeing Egyptians. The Egyptians lost 

50-60 of their most modern T62 tanks as well as all of the brigade’s APCs, 

artillery, and other vehicles. By 1700 hours, Natke’s brigade was moving 

to restock with fuel and ammunition in preparation for the crossing and 

Aryeh’s unit returned to Southern Command reserve.20

Meanwhile, Israeli engineers were working feverishly to assemble 

the pontoon bridge and get it across the Suez. Despite intense shelling 

from 28 Egyptian artillery batteries, the engineers managed to get the 

bridge across by 1730 hours. Just as Adan was completing the destruction 

of the Egyptian 25th Armored brigade, he began receiving urgent calls 

166
from Gonen to immediately cross the canal. To his credit, Adan resisted 

the pressure to rush unprepared units across the Suez. “The real problem 

was not to get tanks across quickly, but to transfer formations ready for 

prolonged combat in order to launch an offensive and penetrate deep into 

the other side.”21 

Adan’s other brigade, commanded by Gabi, was supposed to have 

been released from Sharon’s control around 1200 hours, but was still in 

the line along the Akavish road. Gonen finally interceded to order the 

transfer at 1745 hours. Adan pulled his two brigades out of direct combat 

only long enough to conduct the minimum essential rearming, refueling, 

and reorganizing prior to crossing the Suez. At 2130 hours, Adan halted 

their resupply operations and began movement to the bridge. His division 

consisted of Gabi and Natke’s brigades with 70 tanks each, as well as one 

battalion of artillery and other divisional units. Aryeh’s brigade was still 

under control of Southern Command as its reserve. 

At 2240 hours, Adan reached the bridge and began to cross. Less 

than an hour into the crossing, they came under heavy artillery fire that 

broke the pontoon bridge and forced Gabi’s brigade to continue crossing 

on ferries. Under an increasingly intense barrage, one of the ferries was 

sunk. Using a bridge-laying tank, Adan’s deputy was able to restore use of 

the pontoon bridge and Gabi’s brigade completed its crossing by both ferry 

and bridge. Crossing with his lead units, an ebullient Adan announced over 

the division command net “we are crossing into Africa!” Natke’s brigade 

began their crossing at 0315 hours and within two hours, Adan’s entire 

division was across. In a 48-hour period, they had opened the corridor 

to the bridgehead, pushed pontoon bridging equipment forward to the 

crossing site, repulsed Egyptian counterattacks from both north and south, 

inflicted heavy casualties on the enemy, and crossed the Suez. Now they 

were poised to breakout to the west and encircle the Egyptian Third Army. 

Breakout from the Bridgehead

At 0545 hours on the 18th, Adan’s two brigades attacked west out 

of the bridgehead. While Sharon’s force had conducted a raid into this area 

on the 16th, there had been no reconnaissance or disruption of the enemy 

since. The enemy had taken advantage of this lull to deploy infantry into 

the restrictive terrain along the Great Bitter Lake through which Adan 

would advance. Laced with lush vegetation, small buildings, canals, rail 

lines and minefields, the area favored infantry anti-tank defenses. Almost 

167
immediately, Adan’s men encountered stubborn resistance from Egyptian 

infantry armed with RPGs and SAGGERs. After one of his battalions 

lost nine tanks and two APCs, Adan requested additional infantry support. Receiving two companies of paratroopers, he committed these troops 

alongside his organic armored infantry into the bitter close quarters fighting to clear the division’s main supply route. By nightfall, the Egyptians 

fled and the route was clear, but not before Adan’s infantry suffered heavy 

casualties.22 

After a day of heavy fighting, Adan’s units had advanced less 

than ten kilometers from the bridgehead, but were through the worst of 

the restrictive terrain. They were now in position to move through more 

open terrain to the west of the Great Bitter Lake. In preparation for that 

advance, Southern Command returned Aryeh’s brigade to Adan’s command that night. By the morning of the 19th, Adan had a three-brigade 

division (albeit only 170 tanks) with which to encircle the Third Army. At 

Sharon’s urging, Southern Command decided to leave his division at the 

bridgehead to advance north while Magen moved on Adan’s right.23

Resupply operations proved especially difficult because of the 

intense Egyptian shelling amid the heavy traffic along the one route across 

the Canal. All but one of the ferries were sunk by artillery and traffic jams 

grew worse as Adan’s supply columns competed with Aryeh’s brigade and 

Magen’s division for priority on the bridge. The prefabricated roller bridge 

finally arrived at the crossing, but required hours to emplace. Until this 

bridge was operational, the IDF remained dependent on one route across 

the Suez. Whenever shells landed near fuel and ammunition trucks waiting 

to cross, drivers abandoned their vehicles. Despite great efforts by Adan’s 

logistics officers, they were unable to meet his ambitious timelines.24

Expecting to advance at dawn the following morning, Adan was angry 

to learn that his units were not refueled and rearmed. His solution was to 

have his brigades replenish one battalion at a time, so that each brigade 

could maintain forward momentum with at least one unit as they awaited 

supplies for the others.25 Supply difficulties continued to plague Adan until 

IDF engineers established a third bridge across the Suez on the 21st. The 

Egyptians continued to attack the crossing site, losing 18 planes and seven 

helicopters on the 19th. High casualties among Adan’s engineers, with 35 

killed-in-action and over 150 wounded, revealed the ferocity of Egyptian 

attempts to cut this tenuous lifeline.26 They never succeeded.

Rapid advances and sharp fights marked Adan’s move south as 

his force overran SAM sites, artillery units, command posts, and hastily 

168
established Egyptian defenses. The presence of the IDF in the Egyptian 

rear soon unhinged the Egyptian air defense network. Destroying eleven 

fixed SAM sites in two days, Adan’s division opened a gaping hole in the 

Egyptian air defense network.27 The Israeli Air Force, which had shifted 

its main effort from the Golan Heights to the Southern Front, exploited 

this opening in order to attack the remainder of Egypt’s 61 fixed-SAM 

sites, eventually destroying all but eight.28 The destruction of Egyptian air 

defenses allowed the return of the highly effective Israeli armor/air team 

that had proven so successful in the past. Thus, the successful crossing and 

breakout not only wrested the initiative from the Egyptians, it also set the 

conditions for a return to the open maneuver warfare at which the Israelis 

excelled.

Moving swiftly, Adan advanced 35km on the 19th and 20 more 

kilometers on the 20th, but the fighting got harder the further south they 

advanced. The Egyptians now sought to contain the Israeli bridgehead 

with three armor divisions and one infantry division deployed in an arc 

around the IDF forces on the west bank. By noon on the 20th, Adan was 

forced to halt due to the stiffening Egyptian resistance and his own logistical problems. Each of his brigades were down to only 50 operational 

tanks. No paved road existed for resupply and aerial medical evacuation of 

casualties was impossible given Egyptian air defense artillery, SA7s, and 

small arms.29 

That night, Southern Command reinforced Adan with additional 

engineers, artillery, and infantry for a renewal of the drive south. One of 

his reinforcing infantry units was the “Marak” paratroop battalion, transferred from the Northern Front. The unit had been deployed in Golan 

Heights strongpoints as the Syrians attacked, and despite being cutoff, had 

defeated numerous Syrian infantry assaults until relieved by the counterattacking IDF units. They arrived on the afternoon of the 21st and immediately joined Gabi’s brigade for its attack to secure the Tavish corridor. 

Heavy artillery was moved close to the eastern shore of the Great Bitter 

Lake where it could fire in support of Adan’s movement. Finally, Adan 

was promised air support as the last four SAM sites near Suez City were 

reduced. 

While the possibility of a US-brokered cease fire increased the 

IDF sense of urgency to close the ring around the Third Army, Adan could 

no longer ignore his logistical situation. On the 21st, he focused his division’s efforts on the seizure of a paved road for his main supply route while 

consolidating their gains to date. In a daylong operation, Gabi’s brigade 

169
succeeded in opening the Tavish Road. Meanwhile, Aryeh’s and Natke’s 

brigades held against determined attacks from two different Egyptian 

divisions. By day’s end, Adan’s men had broken the two counterattacks, 

destroyed 50 Egyptian tanks, eliminated several artillery batteries, and 

opened a paved supply route. They prepared to attack south on the 22nd to 

close the ring around the Third Army. 

Adan’s division raced south on the 22nd, but failed to completely 

cutoff the Egyptians before the cease-fire took effect at 1852 hours. Almost 

as soon as it went into effect, violations began to occur. IDF and Egyptian 

units were intermixed across the battlefield. Eliashiv’s battalion of Aryeh’s 

brigade moved into a nighttime bivouac only to find itself in the midst 

of an Egyptian divisional position. The Egyptians opened fire, knocking 

out nine tanks, and causing many casualties before the Israelis withdrew 

with their wounded and dead. Adan’s main CP was hit with artillery fire 

and suffered many casualties. Firefights broke out at several other points 

throughout the night. By midnight, Adan concluded that since the ceasefire was not being observed, it was very possible that the division would 

continue the attack the next day. Accordingly, he disseminated plans for a 

continuation of the advance on Suez City to complete the encirclement of 

the Third Army, to be executed on order if the cease-fire failed.”30 

By 0620 hours, the cease-fire had broken down and both Adan 

and Magen moved to complete the cutoff of the Third Army. Adan’s units 

broke up seven Egyptian attempts to establish bridges across the Suez 

from east to west.31 Ironically, the Israelis fired on the Egyptians from the 

same ramparts used by the Egyptians to pummel the Bar Lev forts on the 

first day of the war. Two of Adan’s brigades swung wide to envelop Suez 

City and completed the movement shortly after nightfall. Another division 

swung even further to the south protecting Adan’s western flank. The isolation of the Third Army was now complete. 

Adan’s orders for the 24th of October included “capture Suez 

City, provided it is empty.”32 Adan’s units fired into the city and, receiving 

no return fire, reported that there did not appear to be organized enemy 

resistance. Based on that report, Adan prepared to seize the built-up area 

with a two-brigade attack the next day. The initial stages of the movement 

went smoothly as Gabi’s brigade made good progress into the industrial 

area of the city. However, as the other brigade’s lead battalion moved in 

column into the city, the Egyptians sprung their ambush. Within minutes, 

all but four officers were killed in a withering fire from concealed tanks, 

antitank guns, RPGs, grenades, and small arms fire. Control of the battal170
ion was lost as most of its leaders lay dead or wounded in vehicle turrets. 

A paratroop battalion trailing the lead armor battalion was loaded in APCs 

and buses. As they attempted to catch up with the retreating tankers, a 400-

meter gap developed between the units. The paratroop commander dismounted his battalion and attempted to exfiltrate on foot. While some of 

the unit made it out fairly quickly, two groups of paratroops were trapped 

in the city, unable to move because of effective Egyptian fire. After numerous failed rescue attempts, one group made it out on their own. The last 

group, led by a lieutenant and including the badly wounded battalion commander, was finally coaxed out by Gonen himself, who personally persuaded the captain to attempt the exfiltration. The Suez City operation cost 

eighty lives and achieved nothing. 

Despite the debacle at Suez City, Adan’s force had successfully 

cutoff the Egyptian Third Army, trapping over 20,000 troops and 300 

tanks in the pocket on the east bank. The subsequent cease fire of October 

24th held and UN monitors eventually established the demarcation line 

between the two forces. 

The Fight in Sinai: Assessing the Battle

In its immediate aftermath, western soldiers examined the Yom 

Kippur war in great detail, hoping to glean insights that could assist them 

in any future conflict with the Soviet Union. The synergistic effects of 

combined arms tactics against armor-pure formations was demonstrated 

with incontrovertible results. To some, the devastation wrought by ATGMs 

in the hands of Egyptian infantrymen seemed a harbinger of the tank’s 

demise on the modern battlefield. To others, the lethality of contemporary 

weaponry in the tactical defense revealed a way for western armies to 

“fight outnumbered and win” against Soviet mass. The ability of welltrained infantry to defeat armor in urban areas and other restrictive terrain 

was demonstrated yet again. Von Clausewitz’s adage that the defense is 

the stronger form of war, but the offense is the decisive form of war, was 

reinforced by Adan’s experience. Many of these lessons found their way 

into American Army doctrine. 

Among many lessons, the danger in discounting a thinking enemy 

looms large. Far from adopting a defeatist attitude following their 1967 

loss, the Egyptians made a significant intellectual investment in their 

study of their defeat and the challenges posed by the Israeli defenses in the 

Sinai. Using the latest in civilian and military technologies they developed 

innovative solutions to the complex problems of crossing the Suez and 

171
defeating Israeli air and armored forces. They achieved nothing less than 

a renaissance within their armed forces, creating new capabilities from 

the ground up (such as commando battalions, missile infantry, and assault 

bridging) within a few short years. Israeli pilots and tank commanders 

were faced with unanticipated and devastatingly effective Egyptian tactics 

for the first time in combat. 

In a striking reversal of history the Egyptian military struck without warning through one of the most effective deception operations in modern military history, robbing the IDF of the strategic warning time upon 

which a timely reserve mobilization depended.33 Strategically synchronizing their operations with Syria they almost succeeded in overwhelming the 

regular IDF forces along their borders. The net effect of all of this was the 

achievement of strategic and tactical surprise by the Egyptians, resulting 

in early Israeli defeats that shook the confidence and sense of superiority 

upon which Israel depended.

This lesson is particularly relevant for today’s western armed 

forces that, like the Israelis in 1967, are considered the best in the world. 

Military professionals must assume that potential adversaries are “thinking enemies” who closely study western vulnerabilities to devise asymmetric counters to western strengths. Universally available information 

technologies and contemporary media reporting make the “thinking enemy’s” job even easier by allowing unprecedented access to great amounts 

of potentially useful information. These same information technologies 

can also help them to exploit non-military capabilities, in the telecommunications arena for example, for military advantage. This is not to suggest 

that proven doctrine, tactics, and procedures should be arbitrarily abandoned; rather, there must be an increased emphasis on a detailed analysis 

of likely opponents. 

Resting on their laurels following the 1967 war, the IDF failed 

to adequately gauge the potential of missile technologies both in the air 

and on the ground. While aware of the numbers and types of air defense 

and anti-tank systems being provided to the Egyptians by the Soviets, the 

IDF did not fully appreciate the potential of the new weapons. The IDF’s 

confidence in the techniques that had won the last war inhibited the introspection and innovation necessary to prepare for the new conditions that 

they would face in the next war. This misplaced faith in 1967-era tactics 

and organization meant a continuation of non-combined arms formations 

below division level. The resulting emphasis on the tank led to a relative 

neglect of artillery and armored infantry during the inter-war years. The 

172
armor corps’ belief in the shock effect of the charge led to inadequate 

reconnaissance by ground or air to identify enemy dispositions. This had 

disastrous consequences time and again on the Southern Front. Whenever 

the armored force stalled in restrictive terrain, Adan found himself calling 

for paratroopers from outside of his command. Rushed into unfamiliar 

conditions, the paratroops almost always accomplished their missions, but 

suffered heavy casualties in the process. 

This “if it ain’t broke, don’t fix it” mentality encouraged the Israeli 

army to send men into combat expecting to refight the last war. When these 

men encountered the unexpected in the form of disciplined Egyptian soldiers with the latest in weapons technology, they were both tactically and 

psychologically surprised. That surprise led to defeat and higher casualties 

on the battlefield. The lesson for western armies is to guard against undue 

confidence by placing a high value on institutional introspection, innovation, and constructive self-criticism. These values will enable a force to 

evolve with potential threats rather than rest on its laurels. 

Like many of today’s western societies, the Israeli nation was 

accustomed to relatively bloodless victories by their armed forces. The 

“Lightening War” of 1967 saw the IAF and IDF inflict a crushing defeat 

on multiple Arab opponents in six days. Since the end of the Cold War, 

western uses of force, with the exception of the 3rd of October 1993 battle 

in Mogadishu, have been characterized by similarly low casualties and 

positive outcomes. The Yom Kippur War exacted the highest casualty rates 

ever experienced by the IDF. Adan’s unit suffered its heaviest losses in the 

early days of the war, but the cumulative impact of those losses had “a 

definite effect on decisions at the front...We considered and reconsidered 

each step in terms of how many losses it was liable to cause.”34 The Yom 

Kippur War was one of national survival for the Israelis, whereas western 

militaries may face limited uses of force for limited objectives. While most 

western commanders will seek the tactical solution that minimizes casualties and accomplishes the mission, the lethality of conventional combat 

makes casualties inevitable. High casualties can impact public opinion, 

which can force political decisionmakers to change policy overnight.35 

As in most battles against the odds, Adan’s fight in the Yom 

Kippur War illuminates the overriding importance of human factors in 

war. Underestimating the Egyptians and blinded by their own overconfidence, Adan and his unit found themselves fighting for their lives against 

a highly trained and professional foe. Most units would have crumbled 

under the shock and psychological dislocation of such blows, but his unit 

173
persevered because of the valor, cohesion, morale, and high professional 

standards of its leaders and men. After their initial defeat, they developed 

a healthy respect for their enemy and discarded their dysfunctional overconfidence. Routinely outnumbered, often operating with scant supplies, 

Adan’s Division prevailed in some of the toughest fighting ever conducted 

by the IDF. They made mistakes, but these were usually the result of seeking to “jump even higher” as Adan put it.36

Also noteworthy is that the division fought well regardless of 

its composition. In its 18 days of combat there were seldom two days 

in a row in which the division task organization remained constant. That 

these cross-attached units were able to integrate and fight well together is 

indicative of a high degree of cohesion across the entire IDF. Problems of 

cooperation on the Southern Front can often be traced to Sharon, a gifted 

but impetuous commander who often ignored both higher command and 

the needs of his brother commanders.37 Sharon’s refusal to help during the 

8 October fight and again during the Suez crossing can be contrasted with 

the excellent cooperation with Magen’s division during the encirclement 

of the Third Army.

Without question it was belief in each other, trust in their 

commanders, and determination to prevail or perish that sustained Adan’s 

men when defeat and death stared them in the face. Western commanders 

must never lose sight of the personal, human side of war, or become so 

transfixed by technology that they remain tied to their command posts, in 

J.F.C. Fuller’s savage words “talking, talking, talking instead of leading, 

leading, leading.” Finally, the true test of military greatness may well 

be how an army handles adversity rather than how quickly it achieves 

success. By this test, Bren Adan and his undaunted band of brothers stand 

out. Perhaps Adan said it best in the closing words of his memoirs:

“Caught by surprise, we were punished and badly 

mauled; but in lightning-fast time, and despite the difficult 

conditions, we recovered and moved to counterattack...

Many of our comrades in arms fell in the fighting, and 

we who saw them fall grieve at the terrible finality of 

their deaths. And we who survived, what could we do 

but go on fighting with an even greater will — for them 

too? The division excelled in its fighting and wrote some 

magnificent pages in the annals of Israel’s armored 

divisions. How fortunate I was to have the privilege of 

commanding such a division.”38 

174
Notes

1 Chaim Herzog, The Arab-Israeli Wars (NY: Random House, 1982), 

231.

2 Jon D. Glassman, Arms for the Arabs: The Soviet Union and War in the 

Middle East (Baltimore: Johns Hopkins University Press, 1975), 129.

3 Glassman, 104-108.

4 These pumps cost $12,500 each and had been in use by the Suez Canal 

Administration for their sand removal work.

5 George W. Gawrych, “Combat Engineering, Egyptian Engineers in the 

Crossing of 1973” in Combined Arms in Battle Since 1939, (Ft. Leavenworth, KS: 

USACGSC Press, 1992), 42-49.

6 Herzog, 236.

7 Glassman, 104-107.

8 Avraham (Bren) Adan, On the Banks of the Suez (Novato CA: Presidio 

Press, 1980), 95.

9 Herzog, 241.

10 Herzog, 243.

11 Glassman, 129.

12 Glassman, 127.

13 Adan, 99.

14 Adan, 113.

15 Adan, 144.

16 Adan, 144.

17 Adan, 145.

18 Adan, 163.

19 Selected Readings in Tactics: The 1973 Middle East War, (Ft. Leavenworth KS: USACGSC, 1976), 4-12.

20 Adan, 295-303.

21 Adan, 307.

22 Adan, 320-323.

23 Magen replaced Mandler, killed by artillery fire in the first week of the 

war. Initially, Southern Command decided to hold Magen as a reserve and to have 

Sharon advance to the right of Adan, but Sharon convinced them otherwise. Adan, 

345. 

24 Adan, 329.

175
25 Adan, 345.

26 Selected Readings in Tactics, 4-15.

27 Adan, 356-359.

28 Selected Readings in Tactics, 4-15.

29 Adan, 360.

30 Adan, 402.

31 Selected Readings in Tactics, 4-16.

32 Adan, 409.

33 Chaim Herzog, former president of Israel, refers to the Egyptian deception effort as “one of the outstanding plans of deception mounted in the course of 

military history.” Herzog, Arab-Israeli Wars, 316.

34 Adan, 368.

35 Public reaction at the heavy losses sustained by TF Ranger in Mogadishu, Somalia, October 3, 1993, prompted political decisionmakers to change national policy overnight. The following day, the NCA declared an end to the policy 

of seeking to apprehend Mohamed Aideed. 

36 Adan, 470.

37 Sharon’s unwillingness to support Adan, despite knowledge of his desperate situation on 8 October is documented in the transcripts of radio traffic 

between Sharon and Gonen. Adan, 148-151.

38 Adan, 471.

176
Chapter 9

Setting Sun of Empire

by

Colonel Steve Zotti, USMC

In the trenches of France, an observer once remarked at the absence of British officers. “Don’t worry, 

sir,” a laconic British sergeant remarked. “When the time 

for dyin’ comes, they’ll be here!” Much has changed since 

Britain’s matchless blue jackets and redcoats exercised 

military mastery over much of the world, but the courage of the British regimental officer remains, undiluted 

by the passage of time. Always supported by an equally 

dauntless corps of noncommissioned officers, the British 

infantry which fought in the Falklands equaled any that 

stood in stolid ranks at Minden or on the Peninsula. Then, 

as now, they stand in the first rank of the world’s soldiers, 

led by perhaps the finest small unit leaders in the world. 

On May 21, 1982, the 3rd Commando Brigade, Royal Marines, 

landed at San Carlos in the Falkland Islands after an 8,000 mile sea voyage. The vanguard of the British effort to retake the islands, the Royal 

Marines faced long odds. Argentine forces on the island were three times 

larger; their air forces were large, modern, and aggressive; and the terrain 

and weather strongly favored the defense. Just three weeks later, British 

forces accepted the surrender of over 13,000 Argentine soldiers, airmen, 

and Marines.1

 The cost was high, for one in ten of the committed British 

forces became a casualty. Though the glory days of British arms lay for the 

most part in a storied imperial past, the Royal Marines and their paratroop 

comrades-in-arms wrote a shining page in British military history.

Operational Setting 

The treeless Falkland Islands are a group of 200 islands located 

300 miles east of the southern tip of South America. The climate and 

terrain are severe. The islands offer little vegetation; the primary industry 

is sheepherding and visitors are few. The Falklands are characteristically 

177
low, hilly, barren lands with rocky outcrops and wet marshland over rocky 

soil. The summers are mild and cool, while the winters, April through 

June, are wet and cold with low cloud ceilings, high winds, and reduced 

visibility.2

The Falkland island crisis erupted after a failed ‘seventeen-year 

war of diplomacy’ between 1965 and 1982 in which successive British 

governments denied Argentine claims of sovereignty over the islands, 

called the Malvinas by Argentina.3

 In early April, Argentine Marines 

seized both East and West Falklands, having previously occupied the 

empty island of South Georgia.4 The Argentine military junta apparently 

acted to divert attention from the nation’s severe economic problems, 

hoping to whip up nationalistic fervor.5

 Despite extensive diplomacy by 

the UN and other major powers, by early May the opposing countries 

found themselves face-to-face in a shooting war. 

Immediately after the Argentine seizure of East Falklands on April 

3rd, the British Ministry of Defense ordered the jump jet carriers HMS 

Hermes and HMS Invincible to sail for the Falklands. The remainder of the 

British armada gathered at a frantic pace in Plymouth and other ports with 

orders to sail by April 9th. A day before the Argentine invasion, Brigadier 

Julian Thompson was roused from his sleep at 0300 hours and ordered to 

prepare his 3rd Commando Brigade for embarkation and deployment to 

the South Atlantic.6

 

The 3rd Commando Brigade was composed of a brigade 

headquarters and three Royal Marine battalions or “commandos” of 645 

men each, plus Army and Royal Marine support units. Wearing distinctive 

green berets, the Royal Marines were and are elite troops with a reputation 

for physical fitness, aggressiveness, and toughness.7

 The Falklands mission 

seemed ideal for the Royal Marines due to their extensive cold weather 

training and constant rotation through Northern Ireland (45 Commando 

had recently left Belfast in December of 1981).

Slated to reinforce the Royal Marines was the Parachute Regiment’s 

3rd Battalion (“3 Para”). Brigadier Thompson was very happy to get, in 

his words, this “tough, well-trained battalion” although he realized that 

there might be friction due to the natural rivalry which existed between 

the two elite formations.8

 Normal supporting attachments, including an 

artillery battery, engineers, signal troops, a logistical support element, and 

a small detachment of light scout vehicles from the Household Cavalry 

178
rounded out the brigade. The 3rd Commando Brigade with its attached 

paratroopers and support personnel departed Plymouth on April 9 before 

an exuberant British crowd. The amphibious task force, with many troops 

embarked aboard the converted liner Canberra, took four weeks to transit 

the 8,000 miles to the Falklands. The cruise was broken by a two week 

stopover at Ascension Island, halfway to the Falklands, where all units 

were disembarked and given additional training ashore.9

It was not until April 26th that British intelligence determined 

that at least nine Argentine battalion-sized units had reinforced the initial 

Argentine assault force. Their source was islander Eileen Vidal, who via her 

short wave radio reported the actual size of the Argentine reinforcements 

to HMS Endurance, patrolling off the Falklands. The British could not 

risk an amphibious assault with greater than three to one odds in favor of 

the Argentines. At this point the 2nd Battalion of the Parachute Regiment 

(“2 Para”) was alerted and set sail for the Falklands. The 2 Para’s selection 

was largely due to the lobbying of its charismatic battalion commander, 

Lieutenant Colonel (LTC) Hew “H” Jones. Immediately after 3 Para 

sailed he had rushed home from a ski vacation to badger government and 

Ministry of Defense officials to send his battalion.10 The intense, driven 

Jones would be heard from again once battle was joined in the South 

Atlantic. 

The second major ground unit designated for the Falklands 

Campaign was the British Army’s 5th Infantry Brigade. Its three maneuver 

battalions were the 2nd Battalion Scots Guards, 1st Battalion Welsh Guards, 

and the 1st Battalion (The Duke of Edinburgh’s Own Gurkha Rifles). Both 

Guards’ battalions, though composed of the cream of the British army, 

emphasized ceremonial duties and were trained as mechanized infantry, 

not hard-marching light infantry.11 The 5th Infantry Brigade of 3,500 

soldiers sailed on the resort liner Queen Elizabeth 2 (QE2) on May 12th 

and were scheduled to arrive off the Falklands on June 3rd.12

Concept of Operations 

Commanding the overall operation was Admiral Sir John 

Fieldhouse who remained in Northwood, England, throughout the war. 

Rear Admiral Sandy Woodward commanded the Carrier Battle Group 

while Major General Jeremy Moore, Royal Marines, would be deputy 

task force commander on the scene and overall land commander once he 

arrived with 5th Infantry Brigade in early June.13

179
Commodore Mike C. Clapp, commander of the amphibious task 

force, and Brigadier Julian Thompson, initial commander of the landing 

force, shouldered the primary responsibility for planning the amphibious assault and subsequent operations ashore. Both agreed that the landing areas should be well away from the bulk of the Argentine defenses at 

Port Stanley to permit an orderly build-up of the logistical infrastructure 

needed to support 5th Infantry Brigade when it arrived in early June. 

General Moore finally approved Port Stanley Water as the primary landing site, since it provided numerous landing areas for operational flexibility, was largely undefended, was a safe but manageable fifty 

miles from Stanley and featured surrounding steep terrain which severely 

restricted the flight paths which could be used by Argentine pilots to attack 

the anchorage.14 Both the British ships and the Royal Marines and Paras 

ashore would be highly vulnerable to land-based Argentine air strikes 

coming in from the mainland. 

A Measured Risk

Though confident in their professionalism and training, the British 

had not conducted an amphibious assault since the Suez Canal landings 

in 1956. Additionally, they had only 12 amphibious ships available, while 

the Argentines possessed the excellent Exocet anti-ship missile as well 

as a very dangerous air force. Since the bulk of the British forces were 

embarked on just two ships, the Canberra and QE2, the loss of either would 

have crippled and possibly defeated British efforts. To further complicate 

matters, the task force included only minimal wheeled transport and lift 

helicopters. The resulting requirement to move men and supplies almost 

exclusively by foot, in foul winter weather over daunting terrain, would 

dominate the entire campaign. 

Adding to British concerns was the fact that the two carriers, 

Hermes and Invincible, needed maneuver room at sea to launch and 

recover their Harrier jets and to avoid the Exocet anti-ship missiles. Forced 

to stay 100 miles to seaward,15 their helicopters could not loiter for long 

over land. Throughout the campaign, helicopter support would be in short 

supply. 

British air forces in the Falklands consisted of 55 fixed-wing 

aircraft, mostly AV-8 Sea Harriers and Vulcan bombers flying from 

Ascension. Though Admiral Woodward’s carrier task force was well 

supplied with naval helicopters, the amphibious group only had 11 Sea 

180
Kings and 5 Wessex helicopters, plus 5 CH47 Chinooks embarked on

Atlantic Conveyor.

Argentine air forces were much stronger with a total of 216 aircraft, 

including 60 American A-4 Skyhawks, 10 French Super Etendards, and 60 

Mirage III and IVs. The theater naval balance was initially in favor of the 

Argentines with an overall quantitative advantage of two to one. However, 

after the May 2nd sinking of the Belgrano by a British submarine, the 

110-ship Argentine Navy never again ventured into the Falkland waters to 

challenge the vulnerable British armada of 45 ships.16

The Argentine invasion force that occupied the Falklands on 

April 2nd originally totaled 2,000 soldiers. They were primarily from the 

35th Infantry Regiment supported by artillery and anti-aircraft support.17

Once the British intent to retake the islands was clear the Argentines 

reinforced the Falklands with seven battalions for a total defense force 

of approximately 14,000 soldiers, Marines, and airmen. The Argentine 

commander, Brigadier General Menendez, deployed one battalion each to 

Goose Green and Darwin, one to Port Howard, and two to Fox Bay while 

the remaining six encircled Port Stanley.18 Prior to the arrival of the 5th 

Infantry Brigade in early June, Argentine ground forces outnumbered the 

British force by three to one. After the 5th Infantry Brigade arrived, the 

odds shifted to 2:1 in favor of the Argentines.19

Though outnumbered on the ground, the qualitative advantage was 

clearly in favor of the British who had better trained and more experienced 

forces. The Argentines, in comparison, fielded an inexperienced force of 

which seventy-five percent were one-year conscripts with an average of 

only forty-five days of active service.20 

The critical problem for both the Argentines and the British was 

a lack of tactical mobility. The British would only have six Sea King and 

five Wessex transport helicopters available for initial troop transport, 

equipment movement, and logistical sustainment. This lift equated to one 

company lift a day. The eighteen armored personnel carriers could only lift 

a company. The Marine Brigade’s sixty-six vehicles remained behind in 

England. Planners calculated the average rate of movement on foot at no 

more than one kilometer per hour due to the terrain, weather, and heavy 

winter packs.21 

181
The Battle Begins 

 On the evening of May 20th and 21st, British raiding forces, 

supported by Harrier strikes and naval bombardments, attacked Goose 

Green, Port Louis and Fox Bay to mask the main effort at San Carlos. 

A platoon-sized force of forty Argentines occupied the critical positions 

overlooking the inlet to San Carlos port. A 25-man raid by special operations 

forces (SOF) on the first night eliminated the Argentine position. In the 

south, at Darwin, other SOF units supported by HMS Ardent simulated 

landings to divert attention away from the main effort at San Carlos. 

The deception raid at Goose Green was so effective that the Argentines 

reported to Menendez at Stanley that a battalion-sized force was attacking 

them.22

At 0325 hours on May 21st, the landings began in San Carlos 

waters. Amphibious assault conditions were ideal with no moonlight, 

but with adequate bright starlight to silhouette the surrounding hills.23

First, 2 Para and 40 Commando attacked south and secured San Carlos 

Settlement, liberating thirty-one settlers, while 45 Commando secured 

Ajax Bay.24 LTC Jones’ 2 Para landed at San Carlos Settlement and had to 

maneuver four miles south and scale a 700-900 foot high ridgeline, Sussex 

Mountain, to block any Argentine threat from Goose Green. The 2 Para 

was the main D-Day effort.25 The 3 Para and 42 Commando seized Port 

San Carlos Settlement and Fanning Head. 

By 1030 hours, all initial assault troops, 2,500 in number, 

were ashore. Brigadier Thompson came ashore in mid-afternoon and 

established his brigade headquarters at San Carlos Settlement. Throughout 

the day Thompson focused efforts on landing the heavy equipment of 

29th Commando Brigade, Royal Artillery, which included 105-millimeter 

howitzers. Additional top priorities were Rapier air defense missile systems, 

and Scimitar and Scorpion armored fighting vehicles. The 42 Commando 

went ashore last at San Carlos as the landing force reserve and to perform 

rear area operations. The Argentines did not react or counter-attack on 

May 21st because they had determined that the San Carlos landings were 

a deliberate diversion. Their operational analysis had selected the beaches 

southeast of Port Stanley, near Port Harriet and Phillips Point, as the 

primary landing areas. Total British D-Day casualties were 27 killed and 

25 wounded.26 

182
The only Argentine success of the day came to Lieutenant Carlos 

Estabon of J Company, 25th Regiment. Estabon commanded a 41-man 

combat outpost position at Port San Carlos. The 3 Para landed at 0730 

hours, but did not seize their objectives until 1130 hours.27 Esoban’s unit 

left their outpost positions and initially delayed the 3 Para landing and 

successfully shot down three British helicopters. Despite constant heavy 

indirect fires and attempts to fix and overwhelm his company, he managed 

to evade numerous 3 Para units. He led his unit’s successful escape 

and eluded the British on a hard four-mile foot march east to Douglas 

Settlement, eventually escaping to Goose Green.28

Out at sea, a British picket line of destroyers and frigates protected 

the remainder of the British fleet with their on-board air defense systems. 

Though the British expected the Argentine pilots to focus on the vulnerable 

troop transports, the Argentine air forces concentrated their attacks on the 

warships instead, hoping to defeat the air defense umbrella and then attack 

the troop transports. At all levels of war, this was a missed opportunity. 

During May 21st, 72 sorties flew against the British task force with the loss 

of the HMS Ardent and significant damage to several other ships.29 Lady 

luck was on the side of the English. The loss of a carrier or large troop 

transport ship might have caused the cancellation of the whole operation.30

Fifty miles away, in a lookout position north of Port Stanley, a 

four-man Special Air Service (SAS) team monitored Argentine air and sea 

movement. Captain Aldwin Wright of Golf Company, SAS, commanded 

the team that reported on the arrival and departure of Argentine fixed-wing 

and rotary-wing helicopters. At times his men took exceptional risks to 

gain better vantage points to direct retaliatory British air attacks into Port 

Stanley. For his heroic efforts over a twenty-six day period, Wright would 

later receive the Military Cross (equivalent to the US Silver Star).

Back in Port Stanley, Brigadier General Menendez aggressively 

petitioned the Argentine Ministry of Defense for reinforcements from the 

mainland from May 21st to May 27th. Specifically, Menendez requested 

the air insertion of the elite Cordoba Air Transportable Brigade to Goose 

Green. General Galtieri, leader of the military junta, refused Menendez’s 

request, fearful that British Harriers would shoot down the transport 

aircraft.31 

183
By May 26th, over 5,000 British troops, with 32,000 tons of 

supplies and ammunition, were ashore occupying a ten-mile square area.32

They had accomplished their initial mission to secure a beachhead in East 

Falkland for the protection of 3rd Commando Brigade and the reinforcement 

of 5th Infantry Brigade expected ten days later. Nevertheless, Thompson 

came under increasing pressure from the British government to achieve 

a decisive success that would bolster public support for the campaign. 

The fleet had already endured over 130 air attacks, losing three ships and 

suffering damage to six others.33 The British government, fearing a UN 

cease-fire resolution that would leave the British forces stranded far from 

their Port Stanley objective,34 needed a victory and they needed it quickly. 

Reluctantly, Thompson ordered 2 Para to seize Goose Green, 15 miles to 

the south. As the battalion moved out, 3 Para and 45 Commando began 

an epic 70-mile march or ‘yomp’ along the northern third of the island 

towards Stanley.35

Goose Green: The Stuff of Instant Legend

The Goose Green settlement lay on the eastern shore of a fivemile long, north-south isthmus. The 2 Para, 450 strong, was supported 

by a three-gun battery of 105mm howitzers with 320 rounds each, and by 

HMS Arrow, an Amazon Class Frigate, with close air support from seabased AV-8 Sea Harriers.36 HMS Arrow would support 2 Para until first 

light, at approximately 0520 hours, when it would have to return to the 

air-defense umbrella in the San Carlos area.37 Intelligence sources reported 

a battalion-sized enemy force in and around the settlement, organized in 

three defensive lines. The first was a combat outpost at Burnside House. 

The second stretched across the top of the isthmus from Darwin in the 

east to Boca House in the west. The third line extended west out of Goose 

Green.38 Cover and concealment for the attacking paratroops was almost 

non-existent. Once 2 Para crossed the line of departure, they would be 

moving in open ground against dug-in defenders with clear fields of fire.

184
Map 12. The Battle of Goose Green.

185
By last light on the 26th, 2 Para had moved ten miles from 

positions along Sussex Mountain and were in their pre-dawn attack 

positions at Camila House, five miles north of the first defensive lines. 

Jones was determined to attack without preparatory artillery fires to achieve 

maximum surprise. Poised in their attack positions in the late evening, 2 

Para troopers were shocked to hear the BBC report their exact whereabouts 

and indicate that they were prepared to assault the Darwin-Goose Green 

complex by noon on May 27th. Enraged, LTC Jones swore he would kill 

those in parliament — actually it was the Ministry of Defense — who had 

leaked the story.39 The battalion dispersed into the open to avoid air attack, 

spending a miserable night in wet and cold.

The 2 Para opened the battle at 0430 hours with three companies 

attacking on line with one following to reinforce or bypass the lead 

companies if they became bogged down. The initial attacks by Bravo 

Company in the west against Boca House had bogged down by 0600 hours 

due to suppressive automatic weapons and mortar fires. The trail company, 

Delta, tried to outflank the position and attack east towards the southern 

half of Goose Green, but they were also pinned down by heavy Argentine 

fires.40 

On the east flank, Alpha Company seized Burnside House and 

pushed south towards Darwin Hill, the second defensive line. Argentine 

positions were stronger than expected at Darwin and Headquarters 

Company moved forward to reinforce Alpha Company while Charlie 

Company maneuvered to the west to unhinge the Darwin Hill position. 

After initial success at Burnside House, on the east flank, Alpha 

Company’s attack stalled before the unexpected and significant Argentine 

positions stretching west from Darwin Hill. Several companies, including 

one commanded by the young Argentine Lieutenant Roberto Estevez 

who would die later that day, had reinforced this main defensive position. 

Estevez was wounded three times in action in the leg, arm, and eye before 

a last mortal wound. He would receive Argentina’s highest award for 

bravery in action. 

Overhead, overcast skies prevented the British Harriers from 

supporting the attack, which was clearly in danger of stalling. Sensing 

that decisive leadership was required, Jones ordered a platoon of Alpha 

Company to accompany him and with his command group attacked west 

around the Darwin position, hoping to outflank the line of bunkers tying 

down his three lead companies.41 While charging a bunker position Jones 

186
was hit and mortally wounded, as was his adjutant. Despite his severe 

wounds he lifted himself and repeatedly pressed the attack to break the 

defensive line. Reinforcing Argentine fire from the far west position 

at Boca House finally killed him. For his gallant actions he would be 

posthumously awarded the Victoria Cross.42 

Major (MAJ) Chris Keeble, the executive officer, now assumed 

command. Until now, 2 Para had only the three-gun battery of 105mm 

howitzers and the supporting naval fires of HMS Arrow to suppress the 

Argentine defenses. Major Keeble detached most of the heavy machineguns from Bravo and Alpha Companies and sent them to reinforce Delta 

Company on the far western flank. Delta Company found a small ridgeline 

on the seaward side of Boca House that provided cover and concealment. 

Supported by heavy machinegun fires, Delta Company outflanked the 

position and suppressed the remainder of the Argentine line. The Darwin 

position and Boca House fell simultaneously and Delta Company attacked 

to secure the airstrip west of Goose Green, freeing the 112 civilians held 

hostage there.43 For his heroic efforts and calm leadership under fire, MAJ 

Keeble was awarded the Distinguished Service Order, the second highest 

British award for bravery.44

Bravo Company moved southwest of Delta and secured Goose 

Green itself while Alpha and Support Company maintained their positions 

at Darwin by sunset. However, both sides collapsed from exhaustion 

where they were and waited for first light to resume the action. With no 

more than 200 meters between each other, the sides did not move. The 

Argentines finally surrendered at 1000 hours on May 28.45

The first decisive combat of the war, the Battle of Goose Green 

set the tone for the rest of the war. The British lost 18 men, who were 

killed-in-action and sustained 34 wounded in the 15-hour fight while the 

Argentines had 250 killed and 120 wounded. More than 1,500 Argentines 

surrendered.46 The 2 Para had in fact defeated a defending force three times 

larger than itself. Although the impetus to attack was primarily political, 

the victories at Darwin and Goose Green had several military advantages; 

three in particular stood out. One, it secured the British southern flank 

for the attack east towards Port Stanley. Two, it provided the British an 

ability to assess the Argentine forces. Three, and most importantly, the 

outstanding performance of 2 Para against a vastly numerically superior 

enemy established a “psychological ascendancy over the Argentines,” 

which the British never lost.47

187
Map 13. Falklands Landings, 1982.

The Move on Port Stanley

Argentine forces in and around Port Stanley had eight weeks to 

prepare their defensive positions for the inevitable British attacks from the 

west and south. The Argentine forces were deployed in a linear defense 

in a ring around the city. The 7th Regiment was in the north defending 

Mount Longdon, with the 4th to the southwest occupying Two Sisters and 

Mount Harriet. The 5th Marine Battalion was also posted to the southwest 

defending Tumbledown, Mount William, and Sapper Hill. Directly south 

was the 3rd Regiment on the east flank of 5th Battalion. Further southeast 

General Menendez deployed the 6th and 25th Regiments.48

188
While 2 Para was earning glory and fame at Goose Green, 3 Para 

and 45 Commando pressed forward across East Falkland.49 Carrying 

incredible loads across tortuous terrain in filthy weather, even the tough, 

hardy Marines and paratroopers suffered cruelly on the 70-mile march. 

The 3 Para’s initial objective was Teal Inlet, 25 miles east of San Carlos, 

but still 20 miles west of Stanley.50 Both the maroon-bereted Paras and 

green-bereted Marines wanted badly to outdo the other, 45 Commando 

even dropping their heavy bergen rucksacks at one point to increase their 

rate of march. However, 45 Commando arrived at Teal Inlet on 30 May, 

two nights after 3 Para, who would have bragging rights for years to come.

As 5th Infantry Brigade arrived and deployed around San Carlos 

Water, 3 Para suffered another media gaff that could have easily cost many 

lives. On June 4th, the BBC reported 3rd Commando Brigade’s HQ at 

Teal Inlet. The BBC breach of security further angered Thompson, Moore, 

and Whitehall who feared an imminent Argentine air attack. Luckily, the 

Argentines did not take advantage of the information.51 The Argentines 

heard the BBC reports, but thought it was a British deception effort to 

draw their attention away from what they still believed to be the main 

effort from the south or southeast. 

In order to blind the Port Stanley garrison, Brigadier Thompson 

ordered 42 Commando to seize Mount Kent in the north and Mount 

Challenger in the south, which was accomplished by heliborne assault on 

May 31st and June 5th, respectively.52 These hills guarded the western 

approaches to Port Stanley. In these operations Thompson boldly used 

his few helicopters to slingload howitzers from 29 Commando artillery to 

support 42 Commando raids since the objectives were beyond the range 

of naval gunfire.53 Mount Kent in particular overlooked all the defenses 

of Stanley and was the key piece of terrain from which to control the 

remainder of the campaign. 

By June 1st elements of 3rd Commando Brigade occupied a 

seven-mile front from Mount Estancia in the north to Mount Challenger 

in the south. Its positions overlooked a vast open plain to the east, with 

no cover or concealment for infantry units maneuvering to close on Port 

Stanley. Two Sisters in the north and Tumbledown Mountain in the south 

dominated the western most chain of hills.54 The 3rd Commando Brigade 

would maneuver east to capture Stanley in conjunction with 5th Infantry 

Brigade’s efforts behind them from the south. 

189
On May 31st, 5th Infantry Brigade arrived in San Carlos waters 

on the QE2. General Moore, Deputy British Task Force Commander, had 

assumed command of all ground forces on May 30th. He immediately 

ordered elements of 5th Infantry Brigade to land at San Carlos and Goose 

Green and begin offensive operations in the south towards Fitzroy and 

north towards Tumbledown, Mount William, and Sapper Hill. Their 

operations were to be in coordination with Thompson’s 3rd Commando 

Brigade’s eastward maneuver. 

General Moore and Brigadier Wilson, the 5th Infantry Brigade 

Commander, had thoroughly discussed operations once ashore during the 

long transit from Britain. Wilson had successfully persuaded Moore to 

give 5th Infantry Brigade missions that put them on equal priority footing 

with 3rd Commando Brigade. The 2 Para at Goose Green was reassigned 

to 5th Infantry Brigade, for what turned out to be a brief period, and 40 

Commando was ordered to continue rear area security operations in San 

Carlos in support of 5th Infantry Brigade. The 1st Welsh and the 2nd 

Scots Guards partially disembarked at San Carlos and Goose Green and 

marched south and east, respectively, towards Fitzroy and Bluff Cove on 

June 2nd. Moore did not want to risk further amphibious movements due 

to Argentine air and Exocet threats. However, the Guards’ units made 

poor progress on foot and were re-embarked after 36 hours and sailed 

southeast around southern Falklands between June 2nd and 5th towards 

their objectives.55

Tumbledown Mountain and Sapper Hill

SAS patrols in the south Falklands had determined that the 

Argentines had abandoned Fitzroy Settlement, 15 miles to the south 

of Port Stanley, and elements of 2 Para were therefore sent by foot to 

secure Fitzroy and Bluff Cove. General Wilson immediately ordered the 

remainder of 2 Para and the Gurkhas to move by air and sea to secure Bluff 

Cove. The Gurkha’s Delta Company lost the helicopters for its move from 

San Carlos to Goose Green for embarkation, so the Nepalese Gurkhas 

force-marched 30 miles in 36 hours with their 120-pound packs to make 

the rendezvous with the remainder of 5th Infantry Brigade.56

Wilson’s orders placed 2 Para 15 miles forward of any other 

5th Infantry Brigade elements and a mountain range away from 3rd 

Commando Brigade, out of mutual support and out of range of air defense 

or naval gunfire. The remainder of 5th Infantry Brigade had to embark and 

190
conduct an amphibious movement to establish a supportable brigade front, 

a decision that would ultimately lead to disaster.57

The 5th Infantry Brigade’s main body, with the 2nd Scots Guards, 

elements of 1st Battalion Welsh Guards, and logistics support units, 

embarked on the Intrepid and Fearless on the nights of June 5th and 6th 

for the water movement towards Port Stanley. The remainder of the Welsh 

Guards embarked on Sir Galahad. Argentine units in positions on Mount 

Harriet, 10 miles to the northeast, watched as Sir Galahad and Tristen 

entered Fitzroy waters. Shortly afterwards, Argentine aircraft, armed with 

Exocet missiles, attacked Sir Galahad and Tristen.

In the biggest British tragedy of the war, both ships were hit and 

had to be abandoned, while British helicopter pilots and rescue crews 

repeatedly risked their lives to save fellow servicemen. Over 350 Welsh 

Guards and the crews of the two crippled ships were evacuated in less 

than 45 minutes.58 More than 40 men were killed and 150 wounded, some 

burned severely.59 To replace these losses, 40 Commando was flown from 

its rear area security mission around the San Carlos beachhead to Fitzroy 

to reinforce 5th Infantry Brigade.60

Unbelievably, throughout this period, there was not a divisionlevel plan of attack. The 5th Infantry Brigade and General Moore’s HQ 

on HMS Fearless were barely able to sort themselves out during their first 

week in the Falklands. Although Moore wanted to give 5th Infantry Brigade 

an equal part, there was no overall concept of operations. In fact, when the 

Sir Galahad and Tristen were attacked, the two brigade staffs were on 

the Fearless trying to develop a viable, coordinated division attack plan. 

Thompson’s staff left the Fearless immediately after the Argentine attacks 

and began passing orders for a two-phased 3rd Commando Brigade attack 

on Port Stanley, which 5th Infantry Brigade would come to support.61

As late as June 8th, Menendez sent his Chief of Staff, Brigadier 

General Daher, back to the Argentine mainland to beg Galtiere to attack 

from the mainland against the British rear area at San Carlos. Galteiri 

refused to risk further loss of Argentine life. Additionally, he refused to 

accept UN Resolution 502, which would have given Menendez’s forces an 

honorable means to withdraw. Back in Port Stanley, Menendez resigned 

himself to his fate and refused to dispatch any regiments to counter-attack 

the 5th Infantry Brigade buildup at Fitzroy and Bluff Cove, assuming a 

passive-defensive posture.62 Menendez seemed to personify Marine 

191
General Alexander Vandergrift’s quote, “Positions are seldom lost because 

they have been destroyed, but almost invariably because the leader has 

decided in his own mind that the position cannot be held.”

Collapse and Surrender 

Despite the losses at Fitzroy, the combined attacks by the 3rd 

Commando and 5th Infantry Brigades kicked off on the night of June 11th 

and 12th. In the north, 3rd Commando Brigade conducted a magnificently 

executed three-battalion night attack. Although the British Marines were 

growing confident in their abilities to overwhelm what they thought to be 

poorly trained Argentines, they realized that the defenses would harden 

as they closed on Stanley. Detailed patrol reports from the previous week 

indicated that the Argentines were deployed in reverse slope positions on 

Mount Longdon and Two Sisters.63 Available fire support provided by 29th 

Commando (the Royal Marines’ supporting artillery) exceeded 11,000 

rounds and each battalion was given a dedicated naval gunfire ship.64

The 3 Para would seize Mount Longdon in the north. The 45 Commando 

would seize Two Sisters in the center, and 42 Commando Mount Harriet 

in the south. 

The 3 Para’s attack to clear Mount Longdon was a difficult night 

battle that characterized the remaining hard fought battles of the last two 

nights of the Falklands Campaign. The Argentine 7th Regiment, primarily 

a conscript unit, defended the position. The 3 Para planned to clear the 

one-mile ridge from west to east with Bravo Company while Alpha 

Company established a support by fire position in the north. As the attack 

progressed, Bravo Company’s 4th, 5th, and 6th Platoons stalled before the 

Argentine bunkers. As the company’s casualties approached 50-percent 

the 4th Platoon commander was severely wounded. He immediately 

passed command to his platoon sergeant, Ian McKay. McKay formed 

an assault section from survivors of 4th and 5th Platoons and led an 

assault that destroyed several Argentine bunkers before the entire assault 

section became casualties. He was last seen single-handedly clearing a 

bunker, which broke the western Argentine defenses and thus allowed 

3 Para to clear the remainder of Mount Longdon. Sergeant McKay was 

posthumously awarded the Victoria Cross for his decisive leadership and 

self-sacrifice.65 

The 45 Commando’s subsequent attacks on Two Sisters, defended 

by the Argentine 7th and 4th Regiments, went somewhat better. The 45 

192
Commando conducted a two-company assault from north to south with 

Yankee and Zulu Companies while X-Ray Company established a support 

by fire position on the west flank of Two Sisters. At one point in Zulu’s 

assault, heavy fires pinned down the unit. A young Welshmen, Lieutenant 

Clive Dyter, seized the moment and single-handedly led the remainder of 

the company in a frenzied bayonet charge, later dubbed “Dyter’s Charge.” 

Seemingly impervious to the Argentine fire, Dyter survived the 500-meter 

charge to overrun the defensive positions on the objective. He was later 

awarded the Military Cross.66

Later in the night, 42 Commando conducted an infiltration attack to 

seize Mount Harriet in an eight-hour battle, defeating a numerically equal 

enemy force.67 Cumulative British casualties in the north were twenty-four 

killed and forty-four wounded, with the British taking over 400 Argentine 

prisoners.68 In the south both the Welsh and Scots Guards fell well behind 

schedule as they attacked at night over tortuous terrain. Subsequently, 

the southern attacks from Bluff Cove were delayed twenty-four hours. 

Throughout the next morning the British occupied their northern positions 

despite heavy artillery and air bombardment, which lasted for the next 

48 hours. However, 3rd Commando Brigade suffered in style, relishing 

the captured provisions found in the abandoned Argentine positions. The 

Marines and Paras particularly enjoyed the twenty cigarettes and a shot of 

whiskey contained in each ration.69

In the south the Scots Guards fought a determined Argentine 5th 

Marine Battalion to seize Mount Tumbledown, with the Argentines making 

good use of their heavy machineguns to make the fight a costly affair. The 

defenders considered Mount Tumbledown the key to their Port Stanley 

defenses and positioned their best unit, the 5th Marine Regiment, on its 

slopes. In forming their attack plan, the Scots Guards made the critical 

mistake of attacking the ridgeline without establishing heavy overwatching 

fires to suppress the Argentine trenches and bunkers. At one point the left 

flank company was pinned down for three hours without relief, effectively 

shutting down the battalion’s attack.70 Slowly, the companies regained 

momentum as each company relearned the use of platoon support-by-fire 

units. In an 11-hour running battle, Mount Tumbledown was eventually 

cleared from west to east, opening the way into Port Stanley itself. 

Farther south the Gurkhas, moving on the Scots Guards’ right flank, 

secured Mount William while the Welsh Guards secured Sapper Hill.71

The Gurkhas’ reputation had preceded them. Three-hundred Argentines 

193
retreating from the Mount Tumbledown fight ran into the lead Gurkha 

patrols and reversed course to surrender to the Scots Guards, rather than 

fall into the hands of the kukri-wielding Gurkhas.72

To the north, 2 Para stood poised to make its final contribution 

to victory in the Falklands. Because 3 Para had lost heavily in the fight 

for Mount Longdon, 2 Para was committed to continue the attack to clear 

Wireless Ridge, the last defensive position west of Stanley. Wireless Ridge 

was a series of two parallel, one-mile long ridges that ran from east to 

west. 

In order to take the position rapidly, 2 Para was given the light 

armored vehicles of the Blues and Royals. The attack commenced with 

an artillery preparatory fire followed by a three-company assault. Delta 

Company attacked in the west while Alpha and Bravo Companies went 

in on the eastern part of the northern ridgeline. Delta Company went on 

to seize the second southern ridgeline after successfully breaking through 

in the north. Argentine 7th Regiment positions were soon overrun and 

the unit disintegrated as the elated Paras raced from position to position. 

Tragically, the battalion’s Sergeant Major, Gordon Findley, was mortally 

wounded. Thus, 2 Para suffered the emotional shock of losing both its 

battalion commander and sergeant major during the Falklands Campaign. 

With every piece of key terrain now in British hands and the loss 

of Port Stanley a foregone conclusion, a dispirited Menendez surrendered 

the 13,000 defenders at 2100 hours on June 14th. His men were quickly 

returned to Argentina, where the military junta soon fell from power. The 

British task force steamed home to a jubilant reception in England, leaving 

the Falklands to its lonely islanders and thousands of sheep. 

Final Reckoning 

The Falklands campaign was a costly affair for both sides. The 

British counted 256 killed-in-action, 777 wounded, and 80 captured (these 

last were the Royal Marine garrison, taken when the Argentines invaded; 

in a bit of final irony they were repatriated in time to participate in the final 

assaults and were present at the Argentine surrender). Ship losses were 

severe, including two destroyers, two frigates, one assault ship, and one 

container ship. In the air, ten Harriers and twenty-seven helicopters were 

lost. The Argentine forces suffered 746 killed and 1,336 wounded and the 

capture of 13,000 men. They lost one heavy cruiser, one submarine, one 

194
patrol vessel, 45 A-4 Skyhawks, 27 Mirage III/IVs, 21 IA-58 Pucaras, and 

24 other assorted aircraft.73

Although defeated, the Argentine soldiers fought creditably given 

their inexperience, lack of support from the mainland, and generally 

poor leadership. Neglect by their officers and poor training resulted in 

“malnutrition, exposure, hypothermia, trench foot, scabies, lack of pure 

water, minimal clothing and field sanitation facilities.”74 It is interesting 

to speculate on the outcome had Argentina’s best units, supported by the 

full weight of the junta, fought in the Falklands. As it was, when faced by 

some of the best light infantry in the world, the Argentine conscripts held 

out little hope for victory. Expecting defeat, they tasted it in full measure. 

Perhaps the greatest lessons to be learned from the Falklands War 

are not the most obvious. Clearly training, leadership, professionalism, 

and sheer pugnacity were on the side of the British, whose success against 

serious odds was thereby ensured. But, in after action critiques, serious 

flaws emerged. 

The command and control arrangements, which decreed strategic 

command by remote control from Northwood, were recognized after the 

fact as unsatisfactory, as they should have been before the war. On the 

scene, neither Moore, the putative land commander, nor Woodward, the 

naval commander, could do much more than request assistance from his 

counterpart. The lack of an on-scene commander was felt most seriously 

in the inability to establish priorities for logistics and fire support in a 

fast-moving campaign. Current American doctrine — perhaps partly in 

response to the Falklands experience — stresses the need for an on-scene 

joint force commander empowered to control all military units and assets.

Command arrangements at the tactical level were not much better. 

Rather than deploy a trained division headquarters, the British attempted 

to control two maneuver brigades with an ad hoc headquarters that did 

not arrive until well into the operation. Lacking a trained battle staff or 

standard operating procedures, General Moore could do little more than 

improvise for the duration of the fighting ashore. Operating at the end of 

an 8,000 mile line of communications, and constrained by service politics 

to showcase his Guards units, Moore played a bad hand well. 

The political conduct of the war must also be questioned in light 

of the intelligence failures which preceded the invasion (three days before 

195
the Argentine landings, Brigadier Thompson was told to stand down his 

brigade!) and the intelligence leaks which put British troops in critical 

danger. The self-sacrifice of 2 Para at Goose Green had little relevance to 

the overall campaign, the attack itself being mounted for largely political 

reasons. While it is undeniably true that politics will always shape battles 

and campaigns, this does not excuse the culpability of politicians when 

they confuse the interests of the state with their own political fortunes. On 

balance, the men who fought in the Falklands cannot claim to have been 

well served by their political masters. 

Clearly the Falklands Campaign reflects the complex nature of 

21st Century conflict. As the American Armed Forces move towards 

the next century, the Falklands War can only reinforce the need for both 

forward deployed and rapidly deployable air, ground, and maritime forces. 

As the British found, they will not always fight when and where they 

expect to, with ample logistics in permissive scenarios. Any military worth 

their name must be ready to fight and win on a shoestring, against the 

unexpected, with confidence and determination to win against the odds. In 

the Falklands, those qualities abounded in every soldier and Royal Marine. 

Because they did, the “soldiers of the Queen” earned yet another famous 

victory for the British nation and its redoubtable people.

196
Notes

1 Michael Clapp and Ewen Southby-Tailyour, Amphibious Assault Falklands: The Battle of San Carlos Water (Annapolis, Md.: Naval Institute Press, 

1996), 260-263.

2 Bruce A. Sanders and Robert A. Korkin, “Falklands War: War for National Security” (Research Report No. AU-AWC 85-14, Air War College, Maxwell Air Force Base, Alabama, 1985), 20-21.

3 Max Hastings and Simon Jenkins, The Battle for the Falklands (New 

York: WW Norton & Company, 1983), 15.

4 William Fowler and Michael Chappell, Battle for the Falklands (1) 

Land Forces (London: Osprey Publishing, 1982), 4; Edgar O’Ballance, “The San 

Carlos Landing,” Marine Corps Gazette Vol 66 No 10 (Oct 1982), 36. 

5 Martin Honeywell and Jenny Price, Falklands/Malvinas-Whose Crisis 

(London: Latin American Bureau, 1982), 82.

6 Mark Adkin, Goose Green, (Cassel Military Classics, 1992), 35; Martin 

Middlebrook, Task Force: The Falklands War, 1982 (Middlesex, England: Penquin Books, 1987), 72-74.

7 Middlebrook, 74.

8 Julian Thompson, No Picnic: 3 Commando Brigade in the South Atlantic, 

1982 (London: Leo Cooper, 1985), 8, 13-15.

9 Middlebrook, 74-75, 80; Thompson, 14-16.

10 Middlebrook, 82.

11 Middlebrook, 357.

12 Anthony H. Cordesman and Abraham R. Wagner, The Lessons of Modern War Volume III: The Afghan and Falklands Conflicts (Boulder, Co.: Westview 

Press, 1990), 248-250.

13 Thompson, 16-17.

14 Middlebrook, 196-199.

15 Middlebrook, 200-210, 217.

16 Clapp and Southby-Tailyour, 10-67.

17 Middlebrook, 86.

18 O’Ballance, 37; and Adkin, 36-38.

19 Clapp and Southby-Tailyour, 10-67.

20 Middlebrook, The Fight for the ‘Malvinas,’ (Viking Press, 1989), 147-

148.

21 Adkin, 80-81; Thompson, 59, 79.

197
22 Adkin, 208; Cordesman and Wagner, 251; Thompson, 45.

23 O’Ballance, 41.

24 The Falklands Campaign: The Lessons, Report of the Secretary of State 

for Defense to Parliament (London: Her Majesty’s Printing Office, 1982), 9.

25 Middlebrook, Task Force: The Falklands War, 210; Thompson, 41-42.

26 O’Ballance, 38, 41; Middlebrook, Task Force: The Falklands War, 226.

27 Thompson, 60-61.

28 Adkin, 64-67.

29 Cordesman and Wagner, 263.

30 O’Ballance, 38-42.

31 Middlebrook, Task Force: The Falklands War, 228-229.

32 Cordesman and Wagner, 253 and 9, 44.

33 Middlebrook, 230; The Falklands Campaign: The Lessons, 9.

34 O’Ballance, 44.

35 Middlebrook, Task Force: The Falklands War, 252.

36 The Falklands Campaign: The Lessons, 10; Thompson, 86. 

37 Thompson, 86-87.

38 Cordesman and Wagner, 255.

39 Middlebrook, Task Force: The Falklands War, 255-257.

40 Middlebrook, Task Force: The Falklands War, 261-262. 

41 Middlebrook, Task Force: The Falklands War, 264.

42 Cordesman and Wagner, 256; Middlebrook, Task Force: The Falklands 

War, 262-264.

43 Cordesman and Wagner, 256. 

44 Middlebrook, Task Force: The Falklands War, 412, 260-265.

45 Middlebrook, The Fight for the ‘Malvinas,’ 192-196; Thompson, 98.

46 Cordesman and Wagner, 256.

47 The Falklands Campaign: The Lessons, 10.

48 Middlebrook, Task Force: The Falklands War, 327. 

49 The Falklands Campaign: The Lessons, 10; O’Ballance, 45.

50 Middlebrook, Task Force: The Falklands War, 274.

51 Thompson, 118-119. 

52 The Falklands Campaign: The Lessons, 10.

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53 The loss of Atlantic Conveyor on the night of 26/27 May sent 4 of the 5 

Chinooks to the bottom. The one that survived (it was ashore on a supply mission) 

flew 109 hours with no maintenance and made a critical impact on the campaign. 

Brigadier General Thompson later called the loss of these aircraft “the most serious loss of the war;” Julian Thompson, The Lifeblood of War: Logistics in Armed 

Conflict (London: Brassey’s, 1991), 278.

54 The Falklands Campaign: The Lessons, 278-283.

55 The Falklands Campaign, 294-296.

56 O’Ballance, 46.

57 Middlebrook, Task Force: The Falklands War, 298-299.

58 Middlebrook, Task Force: The Falklands War, 307-308.

59 The Falklands Campaign: The Lessons, 12.

60 O’Ballance, 45.

61 Thompson, No Picnic, 130-136.

62 Middlebrook, Task Force: The Falklands War, 309-312.

63 Thompson, No Picnic, 138.

64 Middlebrook, Task Force: The Falklands War, 329.

65 Middlebrook, Task Force: The Falklands War, 333-337.

66 Middlebrook, Task Force: The Falklands War, 338-341.

67 Thompson, No Picnic, 168.

68 The Falklands Campaign: The Lessons, 12; Middlebrook, Task Force: 

The Falklands War, 350.

69 Thompson, No Picnic, 167.

70 Middlebrook, The Fight for the ‘Malvinas,’ 251-255. 

71 The Falklands Campaign: The Lessons, 12.

72 O’Ballance, 46.

73 O’Ballance, Table 3-6.

74 Sanders and Korkin, 28.

199

Glossary

ACRONYMS

APC armored personnel carrier

ATGM anti-tank guided missile

CCF Chinese Communist Forces

C.I.G.S. Chief of the Imperial General Staff (WWII 

British)

CP command post

DMC Desert Mounted Corps

EEF Egyptian Expeditionary Force

FA field artillery

G-2 Assistant Chief of Staff, Intelligence

G-3 Assistant Chief of Staff, Operations and Plans

GCMG Grand Cross of St. Michael and St. George 

(Knighthood designation)

GHQ General Headquarters

IAF Israeli Air Force

IDF Israeli Defense Force

JR Jaeger Regiment

KCB Knight Commander of the Bath (British award) 

kph kilometers per hour

km kilometers

mm millimeter

NATO North Atlantic Treaty Organization

QE2 Queen Elizabeth 2 (British ocean liner)

201
RAF Royal Air Force (British)

RCT Regimental Combat Team

RHA Royal Horse Artillery (British)

ROK Republic of Korea

ROTC Reserve Officer Training Corps

RPG rocket-propelled grenade

RTR Royal Tank Regiment (British)

S-2 Intelligence Staff Officer 

SAM surface-to-air missile

SAS Special Air Service

SIGINT Signals Intelligence

SOF Special Operations Forces

TACP Tactical Air Control Party

UN United Nations

US United States

USSR Union of Soviet Socialist Republics (now referred 

to as the Commonwealth of Independent States) 

WWI World War I

TERMS

akhio Snow sleds drawn by hand or reindeer.

anathema Vigorous denunciation. 

Axis The three powers of Germany, Italy, and Japan 

engaged against the Allied Nations during World 

War II. 

Belaya Smert White Death (Russian).

202
CFA Corps Franc d’Afrique (a composite force of 

approximately 4,000 men consisting of Free 

French expatriates, Vichy political prisoners, 

Jewish refugees, Spanish Loyalists, and Berber 

tribesmen). 

cheroot A cigar cut square at both ends.

djebel Mount/hill.

feint A mock attack in order to distract attention from 

the intended target. 

feldgrau Field gray (German).

garaet Lake.

Gotterdamerung The total collapse of a society/regime (German 

mythology).

infanterie Infantry (German).

jaeger Hunter/soldier (German).

junta A council for governmental purposes; usually 

established after a revolutionary seizure of power.

kesselschlacht A decisive maneuver to envelop the enemy on all 

sides and annihilate; literal translation: cauldron 

battle (German). 

Kukri A curved short sword with a broad blade used by 

Gurkhas (Hindu).

laager Encampment protected by circle of armored 

vehicles.

mitrailleuse French concept of the gatling gun. 

motti Firewood, stacked and ready to be split into 

kindling for the fire (Finnish).

rasputitsa Weather conditions that drastically change the 

look/lay of the land; literally translated meaning 

“time without roads” (Russian).

203
Sepoy A native of India employed as a soldier by a 

European power. 

tel Mountain; hill.

wadi The valley of a stream that is usually dry; gully.

Wehrmacht Armed Forces (German).

yilderim Lightning (Arabic).

Zampolit Supervisory political officer responsible for 

political education, organization, and loyalty to 

the Government of the Soviet Army.

204
About the Editor

Colonel Richard D. Hooker, Jr., USA (Retired) is the Deputy Commandant 

and Dean of the NATO Defense College in Rome and former Chief of 

Staff of the Army Chair at the National War College. He commanded a 

parachute brigade in Iraq and a parachute battalion in Kosovo and is a 

Distinguished Graduate of the National War College. A former enlisted 

paratrooper, he was commissioned in 1981 from the US Military Academy 

at West Point and served six tours with parachute units in the U.S. and 

Europe. He fought in Grenada, Somalia, and Afghanistan as well as Iraq, 

and also participated in operational deployments to Rwanda, Bosnia, 

Kosovo, and the Sinai. A member of the Council on Foreign Relations 

and the International Institute of Strategic Studies and a former White 

House Fellow, Colonel Hooker served with the National Security Council 

Staff, the Office of the Chief of Staff of the Army, as Aide de Camp to the 

Secretary of the Army, and as Special Assistant to the Chairman of the 

Joint Chiefs of Staff. He holds M.A. and Ph.D. degrees in International 

Relations from the University of Virginia and taught at West Point. He is 

the editor and co-author of Maneuver Warfare: An Anthology (Presidio 

Press, 1993) and By Their Deeds Alone (Random House/Ballantine Books, 

2003).

About the Authors

Colonel John F. Antal, USA (Retired) was the III Corps G-3 Operations 

officer in 2002 and commanded the 16th Cavalry Regiment at Fort Knox, 

Kentucky. A former Special Assistant to the Chairman of the Joint Chiefs 

of Staff, Colonel Antal holds a Master of Military Arts and Sciences 

degree, commanded a tank battalion and tank companies in the 2d Infantry 

Division, and is a graduate of the Army War College. A prominent military 

writer and thinker, he is the author of Armor Attacks, Infantry Combat 

Team, and Proud Legions (a novel about a future Korean War). 

Colonel Arthur W. Connor, USA (Retired), commanded a tank brigade 

in the 1st Infantry Division in Iraq. He previously commanded a tank 

battalion in the 1st Cavalry Division. A veteran of NATO operations in 

Bosnia, he holds a Ph.D. in History from Temple University and graduated 

from the Army War College. Colonel Connor previously served in the 82d 

205
Airborne and 24th Infantry Divisions, as a West Point instructor, and with 

the UN Truce Supervisory Organization in the Middle East.

Lieutenant Colonel Antulio J. Echevarria II, USA (Retired), is a 

Professor at the Army War College, where he heads the Strategic Studies 

Institute. He previously served as Special Assistant to the Army Chief 

of Staff. An armor officer and former West Point instructor, he holds a 

Ph.D. in History from Princeton University. He also served in the 3d 

and 4th Infantry Divisions and with the 16th Cavalry. He is the author 

of numerous scholarly publications and wrote After Clausewitz: German 

Military Thinkers Before the Great War, published by the University Press 

of Kansas (2001).

Colonel David R. Gray, USA (Retired), is President of Valley Forge 

Military Academy and was previously Professor of Officership at West 

Point. He commanded an infantry brigade in Iraq with the101st Airborne 

Division (Air Assault). In other assignments, he was Executive Officer to 

the Chief of Staff of the Army, G-3 Operations officer of the 10th Mountain 

Division in Afghanistan, and commander of a light infantry battalion in 

the 10th Mountain Division. A former West Point instructor, Colonel Gray 

served as a platoon leader with the 25th Infantry Division and commanded 

two infantry companies in the 7th Infantry Division. As a major he served 

with troops in the 25th Infantry (Light) and as a staff officer with the Joint 

Staff. He holds a Ph.D. in History from Ohio State University. 

Colonel Richard D. Hooker, Sr., USA (Retired) was an infantry officer for 

31 years. He served three tours in Vietnam, as an adviser to a Vietnamese 

infantry battalion, as Aide de Camp to General William C. Westmoreland, 

and as commander of a US infantry battalion. He also commanded a 

parachute infantry company and served with the US Military Assistance 

and Advisory Group in Iran, as US Army Attache to the Philippines and 

Chief, Office of Military Cooperation in Beirut, Lebanon. He is currently 

a writer and consultant on defense affairs.

Colonel Peter R. Mansoor, USA (Retired) commanded a tank brigade in 

the 1st Armored Division in Iraq and previously commanded the division 

cavalry squadron in the 4th Infantry Division. An armor officer and veteran 

of the 11th Armored Cavalry Regiment, he taught history at West Point 

and holds a Ph.D. from Ohio State University. He is the author of The GI 

Offensive in Europe: The Triumph of American Infantry Divisions 1941-

1945 and Baghdad At Sunrise: A Brigade Commander’s War in Iraq. His 

206
last assignment on active duty was Executive Officer to the Commanding 

General, Multinational Forces-Iraq. He is currently Professor of History 

at Ohio State University.

Major General John W. Nicholson, Jr., USA, is currently assigned to 

the Joint Improvised Explosive Device Defense Office in the Department 

of Defense (JIEDDO). He has also served as Deputy Chief of Staff for 

Operations, International Security Assistance Force (ISAF) and as 

Deputy Commanding General, Regional Command South in Afghanistan. 

He commanded an infantry brigade in the 10th Mountain Division in 

Afghanistan, after a battalion command in the 2d Infantry Division. A 

former West Point First Captain, Special Assistant to the Chief of Staff 

of the Army and Aide de Camp and Military Assistant to the Secretary of 

the Army, he saw combat in Grenada with the 82d Airborne Division and 

later served with the 75th Ranger Regiment and the 3rd Infantry Division. 

General Nicholson also served extensively in Bosnia. 

Colonel Steve Zotti, USMC, is the Chief of Staff, Marine Forces Cyber 

Command. He commanded a Marine infantry battalion and saw combat 

in Iraq. He enlisted in the Marine Corps in 1977 and later graduated 

from the US Naval Academy with distinction. Colonel Zotti has served 

extensively in Headquarters Marine Corps, the Fleet Marine Force, and in 

Force Reconnaissance units. He earned a graduate degree in International 

Relations from The American University and later taught at the US Naval 

Academy. 

207


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