THE PATH TO WAR

U.S. MARINE CORPS OPERATIONS IN SOUTHEAST ASIA

1961 TO 1965

COLONEL GEORGE R. HOFMANN JR., U.S. MARINE CORPS (RETIRED)

MARINES IN THE VIETNAM WAR COMMEMORATIVE SERIES 
This pamphlet history, one in a series devoted to U.S. Marines in the Vietnam War, is published for the education and 

training of Marines by the History Division, Marine Corps University, Quantico, Virginia, as part of the U.S. Department 

of Defense observance of the fiftieth anniversary of that war. Editorial costs have been defrayed in part by contributions 

from members of the Marine Corps Heritage Foundation. 

Marines in the Vietnam War Commemorative Series

Director of Marine Corps History

Dr. Charles P. Neimeyer

Chief Historian of the Marine Corps

Charles D. Melson

Senior Editor

Angela J. Anderson

Vietnam War Commemorative Series Editor

Shawn H. Vreeland

Visual Information Specialist

Robert A. Kocher

2014

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The Path To War | 1

This narrative chronicles the activities of the U.S. 

Marine Corps in Southeast Asia from January 1961 

to March 1965. The period witnesses increasing 

Marine Corps involvement in the region as our nation’s leaders responded to Communist aggression and sought to protect the United States’ national interests. Individual Marines 

saw duty as early as 1954 when a Marine lieutenant colonel 

was assigned to the U.S. Military Assistance Advisory Group 

(MAAG) in Saigon, South Vietnam. The first involvement 

of a Marine Corps operational unit came in March 1961 

with the deployment to Udorn, Thailand, of approximately 

300 Marines from Marine Air Base Squadron 16 (MABS16). The squadron’s mission was to provide aircraft maintenance and flight-line support operations for Air America, a 

U.S. company flying missions in support of the pro-Western 

forces in Laos. MABS-16 remained in northeast Thailand 

for seven months, not returning to its home base at Futema, 

Okinawa, until Air America had become self-supporting in 

October 1961. 

The situation in Laos continued to deteriorate, and in 

early 1962 Communist aggression was threatening to spill 

over into neighboring Thailand. President John F. Kennedy’s 

administration, determined to protect this vitally important 

Asian ally and Southeast Asia Treaty Organization (SEATO) 

member, ordered the 3d Marine Expeditionary Brigade (3d 

MEB) to deploy to Thailand in May 1962 as a “show of force” 

and as a demonstration of American resolve to halt the spread 

of Communism in Southeast Asia. As the situation in Laos 

stabilized, the 3d MEB, which in fact was reduced in size and 

actually deployed as a Marine expeditionary unit, began an 

incremental withdrawal with all Marines departing Thailand 

by the end of July 1962. 

Earlier, individual Marines had been posted to South 

Vietnam, where they served in a variety of roles. Prior to 

the signing of the 1954 Geneva Agreement that partitioned 

Vietnam at the 17th parallel, a Marine guard detachment had 

been assigned to provide embassy security. In addition, several 

Marines were assigned to the MAAG staff and, when it was 

established, to the U.S. Military Assistance Command, Vietnam (USMACV).

When the South Vietnamese Marine Corps (VNMC) 

was established on 13 October 1954, U.S. Marine advisors—

both officers and enlisted men—were assigned to provide 

training, operational, and logistic support. As the VNMC 

expanded over time, the number of U.S. Marine advisors 

assigned also grew. In 1961, the commanding general of 

Fleet Marine Force, Pacific (FMFPac), initiated an On-theJob Training (OJT) Program that assigned 3d Marine Division (3d MarDiv) and 1st Marine Aircraft Wing (1st MAW) 

junior officers and staff noncommissioned officers to Republic of Vietnam (RVN) military units for 30 days to observe 

combat operations. In response to increasing Viet Cong* and 

North Vietnamese Army (NVA) operations in South Vietnam and to providing the Army of the Republic of Vietnam 

*A derogatory term coined by Ngo Dinh Diem’s government that is short 

for Viet Nam Cong San and usually translated as “Vietnamese Communist.” 

Not all Viet Cong were Communists, however; some just wanted foreigners 

to withdraw from Vietnam.
2 | Marines in the Vietnam War Commemorative Series 

(ARVN) with much-needed tactical mobility, a Marine 

medium helicopter squadron with supporting elements was 

ordered to South Vietnam and arrived on 15 April 1962. In 

the closing months of 1964, the Marine Corps began assigning officers and enlisted Marines as advisors to the ARVN 

divisions operating in South Vietnam’s I Corps Tactical Zone 

(I Corps). 

The OJT Program, the advisors to the VNMC and ARVN 

units, and the Marine medium helicopter squadron represented the most visible Marine Corps contributions to the defense 

of South Vietnam until the major buildup of forces began in 

March 1965. However, increasing numbers of Marines were 

also assigned to the MAAG and USMACV staffs as the 

U.S. commitment to assist South Vietnam grew in the early 

1960s. In addition, during the period before major forces 

were committed to Vietnam, several small Marine Corps 

organizations—often communications units—deployed to 

South Vietnam for short periods. By early 1965, the number 

of Marines in South Vietnam exceeded 800. 

The Early Years

Following the end of World War II, the French returned to 

reassert their control over all of colonial Indochina. Their 

return was not widely accepted; rather, it was met with an 

organized and determined resistance. Beginning in the 1920s, 

but particularly during World War II, Ho Chi Minh—a 

fierce nationalist but also a dedicated Communist—had 

established a political party and then transformed it into a 

sizeable and well-organized guerrilla force—the Viet Nam 

Doc Lap Dong Minh Hoi (League for the Independence of 

Vietnam), known simply as the Viet Minh. After the war, he 

employed this force to frustrate French efforts to reestablish 

their authority. Ho’s first objective was the full independence 

that he and his followers believed would come with the end 

of the war. When independence was not forthcoming and the 

French return proved inevitable, Ho made accommodations 

with them. At the same time, however, he sabotaged their 

efforts to regain control with the long-term goal of permanently ejecting them from all of Indochina.

The French attempted to reassert their control over Indochina by granting the colony’s component regions autonomy 

within the French Union as associated states. In 1949, Laos 

and Cambodia both concluded agreements with France, 

making them associated states within the union and granting them limited self-government. That same year, the French 

also formally created the State of Vietnam in order to create 

an effective bulwark against the Communist Viet Minh 

forces. Led by Chief of State Bao Dai (who, in 1945, had 

abdicated his role as emperor of Vietnam at Ho Chi Minh’s 

insistence), the state, like Laos and Cambodia, remained 

within the French Union.

The French achieved some early successes, reasserting their 

control in the major cities and over the major transportation 

systems. Despite these gains, their rule was challenged by Ho 

Chi Minh’s guerrilla forces that, as a result of their organizing 

and military activities prior to and during World War II, were 

firmly entrenched in the countryside surrounding the major 

population centers. In a classic insurgent struggle, where the 

stronger power will often lose to the initially weaker force, 

the road-bound and logistics-dependent French steadily 

lost ground to the more agile, lighter equipped Viet Minh. 

Between 1946 and early 1954, the Viet Minh grew steadily 

stronger and more capable as they transitioned through the 

three phases of Mao Tse-tung’s well-known guerrilla strategy. 

On 7 May 1954, after a painful and debilitating set-piece 

battle in a valley on the Vietnam-Laos border known as Dien 

Bien Phu, the French force of slightly more than 10,000 men 

was forced to surrender to the larger and stronger Viet Minh 

that, by this time, was organized and fighting in division 

strength.

Although the force defending Dien Bien Phu represented 

only about 5 percent of the French force then deployed in 

Indochina, the psychological effect of the defeat turned the 

war-weary French public, media, and government against any 

continuation of the war in Indochina. At a conference held 

in Geneva—convened only immediately before the French 

capitulation at Dien Bien Phu—diplomats from both democratic and Communist nations that had gathered to consider a peace agreement for Korea also sought to resolve the 

Indochina conflict. On 20 July 1954, the Geneva Agreement 

granted Vietnam, Laos, and Cambodia complete independence. Also agreed upon was a temporary partition of Vietnam along the Ben Hai River (roughly at the 17th parallel) 

with the stated purpose of facilitating the disengagement of 
The Path To War | 3

opposing forces. Reunification would come, the agreement 

required, with democratic elections to be held in both the 

north and the south in mid-1956. 

In the north, Ho Chi Minh quickly established the 

Democratic Republic of Vietnam (DRV), with its capital in 

Hanoi. In the south—which retained the State of Vietnam 

as its name—political power passed to the French-supported 

former emperor, Bao Dai; however, real power resided in the 

pro-Western, anti-Communist, and Catholic premier, Ngo 

Dinh Diem.

The months immediately following the Geneva Agreement found Ngo Dinh Diem consolidating power and establishing a working government in the south, with its capital 

in Saigon. Opposition came from three sources: the former 

emperor Bao Dai (who was residing in France); local, sectbased rival armies in the provinces surrounding Saigon; and a 

crime syndicate. The key to success was control of the poorly 

organized Vietnamese National Army, which had been 

established by the French to support their operations against 

the Viet Minh. In a period stretching over a year, Diem successfully managed to marginalize his opposition, and on 26 

October 1955, after approval by a national referendum, he 

proclaimed the formation of the RVN, with himself as its 

president. 

In the north, with government and military structures 

already in place, Ho Chi Minh continued to organize. He 

reconstituted his 240,000 battle-tested Viet Minh force, 

forming the People’s Army of Vietnam. Both the Soviet 

Union and Communist China—in violation of the Geneva 

Agreement—provided weapons and equipment to Ho’s 

forces. 

Provisions of the Geneva Agreement called for the 

regrouping of opposing military forces to their respective 

sides of the partition line within 300 days of the agreement’s 

signing. It also allowed civilians on either side of the partition 

line to emigrate to the other side in accordance with their 

Mao Tse-tung’s Three-Phase Model 

for Protracted War

In their efforts to overthrow the legitimate government and take control of South Vietnam, the leadership of the 

DRV adhered closely to Mao Tse-tung’s three-phase model. It comprises the following parts that continue and build 

upon the preceding phases:

•	 Phase I involves “guerrilla warfare” in which small bands of insurgents, lacking permanent bases and popular 

support, employ hit-and-run tactics against small units of the legitimate government’s armed forces.

•	 Phase II shifts the strategy to “mobile warfare” in which organized insurgent military units of company, battalion, and regiment size conduct selected and limited engagements against the forces of the legitimately constituted government. During this phase, increasing amounts of the population and territory come under the 

insurgents’ control, and their political and military strength grows.

•	 Phase III shifts efforts into “general offensive” mode in which the population rallies to the insurgents’ cause, 

and insurgent military units of up to division size engage the legitimate government’s forces and defeat them.
The Western Pacific

China

Burma

SouthKorea

Japan

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Thailand

Cambodia

SouthVietnam

NorthVietnam

Taiwan

Philippines

Guam

Gulf of

Thailand

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 China

Sea

Hong Kong

Keelung

Luzon

Okinawa

Mindanao

Mindoro

Hainan

Paracel Islands

Da Nang

Saigon

Phnom Penh

Bangkok

Nam Phong

Vientiane

Hanoi

Subic Bay

Cubi Pt

Clark

Manila

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Taiwan Strait

Sasebo

Iwakuni Yokosuka

Atsugi/Fuchu

Pacic Ocean

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KILOMETERS

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National Capital
The Path To War | 5

political convictions. The months following the July agreement saw nearly a million people depart the north to live in 

the south. Many Viet Minh soldiers, whose homes and families were in the south, were sent to the north for education 

and training before being introduced back into their home 

villages in the south. Further, the Viet Minh intentionally left 

between 5,000 and 10,000 men in the south to form an initial cadre of forces dedicated to the overthrow of the Diem 

regime, or any other follow-on government in the south. 

Early U.S. Involvement

The United States’ involvement in Indochina predates the 

1954 departure of the French. America’s containment strategy, developed to stop the spread of Communism in the years 

following World War II and initially focused on the expansionist Soviet Union, was extended to China after Mao Tsetung’s Communist forces drove Chiang Kai-shek’s nationalist 

army off the mainland in 1949. With North Korea’s invasion 

of South Korea in summer 1950, and a deteriorating situation 

in Indochina, Harry S. Truman’s administration came to fear 

that the entire Asian mainland was in danger of falling under 

Communist domination. Accordingly, President Truman 

extended America’s containment policy to Indochina. 

The U.S. Congress supported this action and quickly 

appropriated $4 billion that was added to military assistance 

funds. Much of this funding flowed to the French to support 

their operations in Indochina. Further, in mid-1950, Truman 

ordered the establishment of a MAAG to provide logistical 

support to the French Expeditionary Corps. Establishing 

this MAAG created the infrastructure through which material support was provided to the French. By May 1954, when 

the French capitulated to the Viet Minh at Dien Bien Phu, 

the United States was funding more than 40 percent of the 

French effort in Indochina. 

Vietnamese Marine Corps 

and U.S. Marine Advisors: 1954–62

After the Geneva Agreement was signed in July 1954, the 

United States shifted the focus of its military assistance program in South Vietnam from the French to the newly formed 

government of Ngo Dinh Diem. Under the command of 

Army Lieutenant General John M. O’Daniel, who had been 

assigned to command the MAAG in spring 1954, and the 342 

men assigned to his command, the group began the herculean 

task of building the South Vietnamese armed forces. Delays 

were encountered while agreements were negotiated between 

American, South Vietnamese, and French officials. During 

this initial period, a considerable amount of U.S. assistance 

continued to flow to French units that were supporting South 

Vietnamese military organizations. By mid-January 1955, 

however, arrangements had largely been completed to refocus all training, equipping, and advising functions from the 

French to the Vietnamese military. It was during this period 

of transition from French to U.S. control that the first Marine 

was assigned to the MAAG in Saigon.

By any standard of measure, Lieutenant Colonel Victor 

J. Croizat had already enjoyed an exceptional and successful 

career as a Marine. His service, however, was far from over. 

On 30 June 1954, the assistant chief of staff, G-1, at FMFPac 

headquarters announced that Croizat would fill the new billet 

authorized by the Commandant of the Marine Corps (CMC) 

at the MAAG in Saigon. Upon his arrival on 2 August—

which predated the establishment of the VNMC by three 

months—General O’Daniel assigned Colonel Croizat to 

serve on the South Vietnamese–created General Commission for Refugees. After a short period overseeing the selection and development of refugee reception and resettlement 

areas in the south, Croizat traveled to Haiphong—the site 

of North Vietnam’s principal harbor—where he headed the 

MAAG detachment and coordinated the U.S.-assisted refugee evacuations with those of the French and the Vietnamese. 

This humanitarian effort, which eventually evacuated 807,000 

people; 469,000 tons of equipment and supplies; and 23,000 

vehicles, would not be completed until May 1955. Colonel 

Croizat, however, returned to Saigon in February. 

On 13 October 1954 (but with an effective date of 1 October 1954), President Diem established the VNMC by presidential decree. Organized as a component of the Vietnamese 

naval forces, its initial authorized strength was approximately 

2,400 officers and men. Many of the VNMC’s initial recruits 

were men who had recently been evacuated from North 

Vietnam. They were organized into a landing battalion, six 

riverboat companies, five combat light-support companies, 

and a small training flotilla. A former ARVN officer, Major 
6 | Marines in the Vietnam War Commemorative Series 

Few Marines have enjoyed a more 

varied and exciting career than 

Colonel Victor J. Croizat. Born 

in Tripoli, Libya, on 27 February 1919, 

he spent his early childhood in Italy and 

France before his family moved to New 

York City. After high school he attended 

Syracuse University where he earned a 

degree in forestry. Following graduation, 

he was commissioned a Marine second 

lieutenant on 8 July 1940.

Croizat served in several of the 

Corps’ toughest World War II campaigns. He went ashore on Guadalcanal 

on 7 August 1942 as the commanding 

officer of Company A, 1st Amphibian 

Tractor Battalion. Later in that engagement, he commanded the machine 

gun company in the 3d Battalion, 5th 

Marines. In December 1943, he formed 

the 10th Amphibian Tractor Battalion, 4th Marine Division, which he 

then commanded in the assault landings on Kwajalein, Saipan, Tinian, and 

Iwo Jima. During his World War II 

combat tours, he earned the Bronze Star 

Medal with Combat “V” and a Letter of 

Commendation.

Following postwar overseas and 

stateside tours, Croizat attended the 

École Supérieure de Guerre in Paris, 

France, from September 1949 to 

November 1950. After graduation, he 

was ordered to Quantico, Virginia, where 

he served for three and a half years as a 

tactics instructor at Senior School (now 

Command and Staff College). As the 

Geneva Agreement brought the French 

colonial period in Southeast Asia to a 

close, Croizat, in July 1954, received 

orders to the MAAG in Saigon.

The next month, Croizat was in 

Haiphong, North Vietnam, where, as 

the MAAG representative, he supervised the evacuation to South Vietnam 

of more than a half-million refugees, 

including their personal possessions 

and equipment. Returning to South 

Vietnam in January 1955, Croizat was 

assigned to the MAAG’s Navy Section where he served as the first senior 

Marine advisor to the newly established 

VNMC. In this capacity, he influenced 

significantly the initial organization and 

training of the Vietnamese marines. He 

also assisted in the reorganization of the 

Vietnamese Navy. Upon completion of 

his tour in August 1956, he was ordered 

to Washington, DC.

There, Croizat served for three years 

as the head of the Strategic Plans Section, G-3 Division, at Marine Corps 

Headquarters. Temporary assignments 

during this period sent him to Algeria 

to observe helicopter operations, Haiti 

to negotiate terms for establishing a 

Marine Corps mission, and French West 

Africa and French Equatorial Africa in 

support of the J-3 Section of the Joint 

Chiefs of Staff initiatives. During the 

1959–60 academic year, Croizat attended the National War College.

In August 1960 he was ordered 

to the Far East and assumed duties as 

the chief of staff, Task Force 79, Fleet 

Marine Force, Seventh Fleet. Less than 

a year passed before, in May 1961, he 

was ordered to Bangkok, Thailand. There 

he served as the U.S. military advisors’ 

representative at SEATO headquarters. Following this assignment, Croizat 

returned to the United States where, in 

1964, he assumed command of the 5th 

Marines. Two years later, after more 

than 26 years of service, Colonel Croizat 

retired from the Marine Corps.

Colonel Victor J. Croizat

Defense Department (Marine Corps) A104057
The Path To War | 7

Le Quang Trong, was assigned as the senior marine* officer. 

As no formal geographic headquarters had been established 

and no command structure had been included in the table of 

organization (T/O), Major Trong’s ability to control his new 

command was immediately and severely challenged. Further, 

his units were spread from Hue in the north to the Mekong 

River Delta in the south, rendering effective control of his 

new command difficult at best. 

Many French officers were still serving in command positions in the Vietnamese naval forces, making French influence 

very evident in early VNMC decisions. The landing battalion, 

which was located at Nha Trang, was actually commanded by a French Army captain. Soon after 

its establishment, the VNMC was instructed 

to reduce its strength to 1,137 officers and 

men, the result of a U.S.-Vietnamese forcelevel agreement that limited naval forces to 

a ceiling of 3,000.

When he returned to Saigon in 

February 1955, Croizat was assigned 

to the MAAG’s Naval Section and 

designated the senior U.S. advisor to 

the VNMC. Two additional Marine 

advisors—Captain James T. Breckinridge and Technical Sergeant Jackson E. 

Tracy—joined him that summer. Colonel 

Croizat ordered Captain Breckinridge to 

Nha Trang to serve as advisor to the lst Landing 

Battalion. Upon Breckinridge’s arrival, the French Army captain was relieved. Initially, Technical Sergeant Tracy remained 

in Saigon; however, he was later transferred to Nha Trang, 

where he served as a small unit tactics instructor for the 

VNMC. The following year, his position was converted to an 

officer billet.

In 1955, the VNMC’s 1st Landing Battalion was called 

into action. Its opponents were not Communist forces, but 

the armies and guerrilla forces of the Hoa Hao and Cao Dai 

sects and the Binh Xuyen, an underworld organization. As 

noted previously, these organizations posed a genuine threat 

to the government of Ngo Dinh Diem. In addition to the 

*For clarity, the term “marine” will be lowercased when referring to South 

Vietnamese marines except when used with formal unit names, such as the 

Vietnamese Marine Brigade, and uppercased when referring to U.S. Marines 

and the U.S. Marine Corps.

Vietnamese marines’ landing battalion, Diem committed 

some 30 additional ARVN battalions to their eradication. 

In August, the lst Landing Battalion fought a decisive battle 

against remaining members of the Hoa Hao sect in Kien 

Giang Province, about 120 miles south of Saigon. During 

this action, the landing battalion destroyed the sect’s headquarters. Later in 1955, the 1st Landing Battalion, augmented by several riverboat companies, eliminated one of the last 

pockets of Binh Xuyen strength in the Rung Sat swamps, 

also south of the capital. By year’s end, organized resistance 

to Deim’s government had been reduced to an insignificant 

level, and the Vietnamese marines had firmly 

established their value. When the 1st Landing Battalion returned to garrison on 7 

February 1956, it had been in the field 

for over seven months.

In summer 1955, the United 

States approved force-level increases 

for the Republic of Vietnam Armed 

Forces. The overall force level was raised 

from 100,000 to 150,000 and the naval 

force level was increased to 4,000. Under 

this and subsequent force-level increases, 

the VNMC would continue to grow, as 

would the number of U.S. Marine advisors.

While the 1st Landing Battalion was in the 

field, Colonel Croizat had conducted a review of the 

entire VNMC structure. The existence of so many dissimilar units on one level led him to recommend to Major Phan 

Van Lieu, who on 18 January 1956 had relieved Major Trong 

and assumed command of the VNMC, that the entire organization be restructured. Assisted by his U.S. Marine advisors 

as well as his own staff, Major Lieu developed a new structure 

for the VNMC, which was approved by the Vietnamese Joint 

General Staff. The most important feature of this restructuring was the addition of a second landing battalion, which was 

accomplished without increasing the VNMC’s then-authorized ceiling of 1,837. Also included in the restructuring were 

a small headquarters section and a 4.2-inch mortar company. 

The reconstruction plans also contained verbiage proposing a 

future expansion of the VNMC to regimental size. In spite 

of this proposal, the Vietnamese marines remained a twobattalion regiment for about the next three years. 
8 | Marines in the Vietnam War Commemorative Series 

In June 1956, Colonel Croizat was relieved as senior 

Marine advisor by Lieutenant Colonel William N. Wilkes, a 

World War II veteran of the Guadalcanal campaign. Colonel 

Wilkes held the post for the next two years. In August, President Diem temporarily elevated Captain Bui Pho Chi, who 

had commanded the 1st Landing Battalion during the period 

of political unrest in 1955, to head the Vietnamese marines. 

In October 1956, however, Major Le Nhu Hung, who commanded the VNMC for the next four years, replaced him.

Although the lack of a third battalion limited the VNMC’s 

capabilities, much was accomplished between 1956 and 1959. 

The U.S. advisors established a formal school program for the 

Vietnamese officers and senior noncommissioned officers, and 

in 1958 Vietnamese marine officers began attending the U.S. 

Marine Corps’ Basic School and Junior School at Quantico, 

Virginia. The Marine advisors also increased emphasis on 

marksmanship training, and personnel and logistics problems 

were addressed and resolved. Assessments of improvements 

in tactical proficiency resulting from the advisors’ efforts were, 

unfortunately, not possible because in this early period the 

advisors were required to adhere to MAAG policy prohibiting them from accompanying the units they advised into 

combat. 

In addition to training and administrative activities, the 

battalions spent a considerable amount of time in the field. 

From December 1958 to January 1959, the 1st Landing Battalion operated against Viet Cong elements in An Xuyen, 

South Vietnam’s southernmost province, killing a number 

of military and political leaders and capturing others. A 

few months later, both battalions were committed to field 

MARINE INFANTRY

HEADQUARTERS

VNMC TABLE OF ORGANIZATION AS OF 18 FEBRUARY 1956

(AUTHORIZED STRENGTH 1,837)

BATTALION

HEADQUARTERS

LANDING BATTALION TABLE OF ORGANIZATION AS OF 18 FEBRUARY 1956

(AUTHORIZED STRENGTH 728)

HEADQUARTERS AND

SERVICE COMPANY

LANDING BATTALIONS

(2)

4.2-INCH

MORTAR COMPANY

HEADQUARTERS AND

SERVICE COMPANY

INFANTRY COMPANY

(3)

HEAVY WEAPONS

COMPANY
The Path To War | 9

operations. The 1st Landing Battalion, operating with a Civil 

Guard unit in An Xuyen Province in May 1959, reportedly 

inflicted more than 200 casualties on enemy units. One company of the 2d Landing Battalion, operating in Vinh Binh 

Province, located south of Saigon on the seacoast, reportedly 

killed 18 enemy combatants and captured more than 100 

others. In spite of their early successes, an effort had been 

made in 1958 to abolish the Vietnamese marines (a similar 

effort met with failure in 1956). It was disapproved. Instead, 

the VNMC, which had proven its worth, would continue to 

grow. 

The successes enjoyed by the VNMC and the ARVN 

came at the expense of the Viet Cong cadres. These cadres 

consisted of Viet Minh soldiers who remained in place after 

the 1954 Geneva Agreement or South Vietnamese who had 

gone north after the 1954 partition and infiltrated back to 

the vicinity of their native villages after receiving training in 

the DRV. Between 1955 and 1958, attrition diminished the 

Viet Cong’s ranks. The ranks of Communist Party members 

in South Vietnam dropped from 60,000 members in 1955 to 

just 5,000 in 1958. The Communist organization was making 

little progress in South Vietnam. 

In January 1959, the Communists’ fortunes began to 

improve when the DRV’s Lao Dong Party passed a resolution to provide assistance. It had become apparent that U.S. 

forces intended to remain in South Vietnam for a period of 

undetermined length and that South Vietnam’s forces were 

growing in size, experience, and capability. To address this 

deteriorating situation, Viet Cong recruiting in the south 

intensified, with 70–95 percent of its manpower during this 

Photo courtesy of LtCol Michael J. Gott 

Upon their return to South Vietnam, this group of Vietnamese marines—the first to attend the Marine Corps’ Basic School at 

Quantico, Virginia—pose with their U.S. Marine advisors. On the extreme left is Capt Le Nguyen Khang, who became the Vietnamese Marine Corps commandant on 24 May 1960. At extreme right is Marine advisor then-Capt Michael J. Gott, and to his 

right is LtCol Frank R. Wilkerson Jr., the senior Marine advisor. 
10 | Marines in the Vietnam War Commemorative Series 

period claiming indigenous roots. Infiltration down the Ho 

Chi Minh Trail, which began in June 1959, provided critically needed specialists and material support. During 1959, 

Viet Cong forces grew from an estimated 2,500 members to 

5,000. By late 1960, the force had expanded to 16,000, and, 

by the early months of 1961, it could count between 16,000 

and 19,000 members in its ranks. 

Infrastructure was also developed, and the Communist 

cadres became more proficient. In some villages, the Viet 

Cong established parallel governing systems; in others, they 

just took over. A National Liberation Front was created in 

August 1960, giving the Viet Cong a united national political structure. The military structure also grew and expanded. 

Companies were formed and, while they were not immediately adept at combining their operations, four Viet Cong 

companies did join together to overrun the headquarters of 

the ARVN 32d Regiment in the Mekong River Delta area 

in January 1960. “The Communists,” a close aide to President 

Diem told American diplomats in April 1960, “have started a 

major offensive in Vietnam.”

In response to the increasing enemy activity, the MAAG 

recommended in 1959 that South Vietnam’s regular military 

units be strengthened and expanded. It was on this recommendation that the VNMC was again enlarged. On 1 June 

1959, when its two battalions returned from the field, a third 

landing battalion was formed and stationed at a camp adjacent to the Cuu Long Navy Yard. This battalion was formed 

around a nucleus of officers and noncommissioned officers 

taken from the two existing landing battalions, most of whom 

were seasoned marines and veterans of fighting against the 

sects and the Viet Cong. The remainder of this newly formed 

battalion was manned by troops transferred from the amphibious elements of the reorganized ARVN. 

Further VNMC changes included the addition of a fourth 

rifle company to each of the three battalions, the disestablishment of the heavy weapons companies, and the establishment 

of 81mm mortar and 57mm recoilless rifle platoons within 

each battalion’s headquarters and service company. New M1 

rifles and other weapons, including two 60mm mortars and 

the personnel to man them, were added to each of the rifle 

companies. The final structure, formally designated the Marine 

Corps Group, included a group headquarters, an administration and service company, a 4.2-inch mortar battery, and the 

three infantry battalions. Overall, the VNMC now totaled 

2,276 officers and men. 

In mid-1961, in tandem with a major increase in the 

Republic of Vietnam Armed Forces, the VNMC was again 

enlarged, this time by more than 1,000 men. A fourth infantry battalion was added to the Marine Corps Group’s T/O, 

as was a 75mm pack-howitzer battery. The infantry battalion 

established its headquarters near the coastal resort town of 

Vung Tau, about 40 miles southeast of Saigon. The 75mm 

battery, consisting of ARVN artillerymen who were transferred to the VNMC, was garrisoned at Thu Duc, a small 

town located about 13 miles north of the capital. On 1 August 

1961, the organizational chart for the Marine Corps Group 

included a group headquarters with a military intelligence 

group attached, an administration and service company, a 

medical company, an artillery battery, and four marine infantry battalions, for a total of 3,321 officers and enlisted men. 

U.S. Marines Search for an Expanded Role

Since its inception in 1950, the MAAG in South Vietnam 

had continually expanded to meet the increasing support 

requirements levied upon it. Initially, it supported the French, 

but after the 1954 Geneva Conference and the partition of 

Vietnam at the 17th parallel, the MAAG turned its attention 

to supporting the RVN’s military forces. In some instances, 

entire U.S. Army and U.S. Air Force units were committed. 

These commitments did not go unnoticed by the leadership 

of the U.S. Marine Corps. 

 In a 25 January 1962 letter to the CMC, Lieutenant 

General Alan Shapley, commanding general of the FMFPac, 

addressed the issue of increasing the Corps’ support to South 

Vietnam. In his four-page, “Top Secret” letter, he argued 

forcefully—and made specific recommendations—for major 

increases to the support the Marine Corps was then providing to the RVN military. He noted that there were 2,697 

U.S. military personnel serving in various advisory, combat 

support, and combat service support roles in the RVN and, 

by 31 August 1962, that number would climb to 6,202. The 

advisory and staff billets had largely been taken by the U.S. 

Army and Air Force. In addition, several complete units—

three Army helicopter companies and an Air Force tactical 

squadron—had been deployed to the RVN. General Shapley 

argued that “our scale of participation should be reexamined 
The Path To War | 11

on the assumption that the Marine Corps cannot afford not

[emphasis in the original] to participate in counterguerrilla 

actions now being conducted in South Vietnam.”

Shapley further argued that the Marine Corps’ contribution should be concentrated in “a single area”—specifically I 

Corps in the north of South Vietnam—“where Marines are 

most likely to operate in the event of execution of contingency plans” and where contributions would be “positively identified.” Participation by individual advisors in the MAAG 

program, General Shapley offered, “should be paralleled by 

participation by support type units of FMFPac in order to 

gain operational experience at the unit level.” The support 

units that Shapley had in mind included, but were not limited to, air transportation (fixed-wing and helicopter) units. At 

the advisor level, he advocated providing Marine advisors to 

the two I Corps ARVN divisions at the corps, division, regiment, and battalion levels. The cost to the Marine Corps to 

support this recommendation would not be insignificant: 35 

field grade officers, 65 company grade officers, and 45 enlisted 

personnel would be required. 

General Shapley did not have to wait long to get his wish. 

On 8 February 1962, the United States announced a major 

restructuring of its military assistance program, with significant increases in manpower—including Marines. Within 

weeks, Shapley recommended that a full Marine medium 

helicopter squadron, with maintenance support units, be 

deployed to South Vietnam. On 15 April, Marine Medium 

Helicopter Squadron 362 (HMM-362) flew into Soc Trang, 

South Vietnam, to begin combat support operations in support of ARVN and VNMC forces. This Marine helicopter 

support would continue for more than two years and end only 

when the squadron was incorporated into the major combat 

forces and the Marine Corps began deploying to South Vietnam in March 1965. 

It took longer for the two ARVN I Corps divisions to 

get their Marine advisors. As the military situation deteriorated in late 1964, however, the Marine Corps was directed to 

provide 60 officers and noncommissioned officers to serve as 

advisors to the ARVN units in I Corps. The 3d MarDiv was 

tasked to provide the required personnel. In mid-September, 

the first four advisory teams—comprising a captain, a first 

lieutenant, a gunnery sergeant, and a corporal radio operator—arrived in Da Nang to assume advisory duties to the two 

I Corps ARVN divisions. 

As the RVN military grew in size, the requirement to 

increase the U.S. advisory and support staff also grew. On 8 

February 1962, USMACV supplanted the MAAG to better 

manage the rapidly increasing support demands. General 

Paul D. Harkins, USA, assumed command and, in his capacity as a subunified commander in the Pacific Theater, reported 

directly to Admiral Harry D. Felt, USN, the Commander in 

Chief, Pacific (CinCPac), whose headquarters was in Hawaii. 

VNMC MARINE GROUP TABLE OF ORGANIZATION AS OF 1 AUGUST 1961

(AUTHORIZED STRENGTH 3,321)

MEDICAL

COMPANY

ARTILLERY

BATTERY

MARINE

BATTALIONS

(4)

ADMINISTRATION

AND SERVICE

COMPANY

GROUP

HEADQUARTERS

MILITARY

INTELLIGENCE

GROUP
12 | Marines in the Vietnam War Commemorative Series 

The establishment of USMACV brought with it increased 

billets and responsibilities for Marines. Twenty-one staff billets in the new USMACV T/O were allocated to the Marine 

Corps. At the most senior level, the chief of staff position 

would be filled by a Marine Corps major general. Major 

General Richard G. Weede, a veteran of both World War 

II and the Korean War, assumed this pivotal position. Other 

Marines joined the USMACV staff as deputy chief of staff, 

J-2, and as branch chiefs in the J-3, J-4, J-5, and J-6 divisions. 

A reorganized MAAG, now subordinate to USMACV, 

assumed responsibility for the advisory aspects of the assistance program. Its first commander was Major General 

Charles J. Timmes, USA. The MAAG Marines received billets that included deputy chief of staff and head of the plans 

branch of the J-3 division. A future modification of the structure elevated a Marine to the position of chief of staff. The 

first Marine to serve in this capacity was Colonel Earl E. 

Anderson, who later became the Assistant Commandant of 

the Marine Corps.

The Advisory Force Grows

The MAAG T/O provided for a dramatic change in the 

size and responsibilities of the Marine advisory effort. The 

new organization called for the establishment of an 18-man 

Marine Advisory Division subordinate to the Navy section, 

with the military occupational specialty (MOS) for each 

advisor matching the functions of his advisory duties. A lieutenant colonel continued to act as the senior Marine advisor, with a major serving as both the assistant senior advisor 

and artillery advisor. Six captains were assigned: four infantry 

battalion advisors, one engineer advisor, and one supply advisor. A master sergeant filled the position of first sergeant, and 

three gunnery sergeants were assigned as advisors for small 

unit training, artillery assistance, and communications. Four 

staff sergeants with a logistics MOS assisted the infantry 

battalion officers, and one staff sergeant served as the motor 

transport advisor. A sergeant handled administrative responsibilities. By May 1962, all of these billets had been filled.

Many policy changes, including a major change in the 

advisory program, accompanied the increases in staffing. Most 

significant was the January 1962 authorization from Admiral 

Harry Felt, the CinCPac, allowing U.S. advisors to accompany the units they advised into combat. This would allow 

them to assist the RVN commanders in operations, communications, resupply, and other areas. It was not well known 

at the time, but two years earlier, in 1960, the then-senior 

Marine advisor, Lieutenant Colonel Frank R.Wilkerson, had 

requested and received informal permission from Lieutenant General Samuel T. Williams, the MAAG commander, to 

allow Marine advisors to accompany their units into the field 

as nonparticipating advisors. In this capacity, they became the 

first U.S. servicemen to actively participate in actual combat 

operations against the Viet Cong.

Viet Cong in 1962

The major increases in the U.S. advisory and assistance programs were viewed as necessary in light of the recognized 

upswing in Viet Cong strength and capabilities. At the 

beginning of 1962, Vietnamese and U.S. intelligence sources 

believed that Viet Cong military forces in South Vietnam—

both full and part time—totaled approximately 25,000 men. 

The U.S. categorized these as “main forces,” “local forces,” and 

“village activists,” depending on their functions and composition. The real strength of the Viet Cong resided in the main 

forces, thought to number about 9,000 troops. These were 

divided into 20 small battalions and several independent companies and were capable of executing interprovincial operations. They consisted mainly of North Vietnamese troops or 

South Vietnamese citizens who had trained in North Vietnam and had returned. Next in capability and structure were 

the 8,000 part-time, but well trained, local forces. They were 

organized into companies and platoons and operated independently within their local districts. At the bottom of the 

structure—but still considered very valuable—were 8,000 village activists. They were part-time guerrillas who worked the 

rice paddies during the day and conducted military operations at night. Often they were the male members of a village 

who were too young or too old to serve in a main force or 

local force unit. While their contributions as fighters might 

be minimal, they proved to be excellent sources of intelligence 

information and often served as porters and guides for main 

force units operating in their province. 

Recognizing the war as a principally political—as 

opposed to a military—struggle, the combat activities of the 

Viet Cong’s military forces were carefully coordinated with 

the Communists’ political operations. The Central Office for 
The Path To War | 13

South Vietnam effected coordination at the highest level. 

This office, thought to be located in Binh Duong Province 

to the northeast of Saigon, was responsible for orchestrating 

all Communist activities throughout South Vietnam. Central 

Office leaders divided the country into six military regions 

that were further divided into provinces and districts, not 

unlike the structure utilized by the South Vietnamese government. At each level, a small but highly disciplined Communist political committee integrated the activities of its 

military forces with the actions of its political forces, while 

ensuring that all activities were in concert with those of its 

senior headquarters. By the beginning of 1962, the Communists in South Vietnam—who had been actively subverting 

the South Vietnamese government since 1954—were well 

entrenched and operating in phase II of Mao Tse-tung’s 

three-phase insurgent plan. In some locations in South Vietnam, they were poised to move into phase III. 

Marines in Action 

The VNMC expanded once again in 1962. On 1 January, it 

received authorization to increase to 5,482 officers and men. 

With its growth, the Marine Corps Group added new units 

and was redesignated the Vietnamese Marine Brigade. The 

number of infantry battalions remained unchanged at four; 

however, two new battalions—one artillery and one amphibious support—were added. The artillery battalion included 

one battery with eight 105mm howitzers, two batteries of 

eight 75mm pack-howitzers, and a headquarters and service 

battery. The amphibious support unit of 1,038 officers and 

men provided the brigade with reconnaissance, communications, motor transport, medical, engineering, and training 

support. To reflect the fact that the brigade was now training 

all of its recruits, a recruit training section was also added to 

the T/O. Lieutenant Colonel Le Nguyen Khang, who had 

replaced Major Le Nhu Hung as the marines’ commander 

on 24 May 1960, continued as the Commandant of the Vietnamese Marine Brigade.

With their expanded numbers, the U.S. Marine advisors 

were able to participate in every VNMC combat operation 

undertaken in 1962. Their support included operational planning and planning for the employment of supporting arms. If 

an amphibious operation was planned, the Marine advisors 

Photo courtesy of LtCol Michael J. Gott 

Vietnamese marines attack from a concealed position during a search operation on the Ca Mau Peninsula, south of Saigon, in the 

summer of 1962. HMM-362—“Archie’s Angels”—supported this operation. 
14 | Marines in the Vietnam War Commemorative Series 

coordinated with their U.S. Navy counterparts who were 

advising the Vietnamese Navy. Given the VNMC officers’ 

limited experience with helicopter operations, the Marine 

advisors often found themselves coordinating their units’ 

helilifts as well.

Building a sense of trust with their often-senior counterparts was imperative to the success of the U.S. Marines’ 

advisory role. However, given the Marines’ relative lack of 

experience in counterinsurgency and jungle warfare, offering tactical advice to Vietnamese officers, who in some cases 

had been fighting Communist guerrillas since the FrenchIndochina War, often proved a challenge that required tact, 

patience, and subtle persuasive powers. To build this intangible yet critically important trust and mutual understanding, 

the Marine advisors stayed with their units in the field and 

shared the same meals, dangers, and discomforts. The senior 

Marine advisors viewed “continuous association with the 

Vietnamese marines as the single most essential ingredient to 

a successful advisory program.” 

The VNMC participated in 23 combat operations in 

1962, 12 of which included amphibious landings and 8 of 

which were heliborne assaults. The types of missions varied 

widely from security duty around key government installations to assaults—amphibious or heliborne—on suspected 

Viet Cong base camps. Typical was the extended operation 

undertaken by the VNMC’s 2d Battalion early in the year. 

Assigned to the provincial chief of An Xuyen Province, South 

Vietnam’s southernmost province, the battalion operated 

continually from 18 February until 26 April. With Captain 

Evan L. Parker assigned as the advisor, the battalion conducted a heliborne landing, provided troop escorts for numerous 

truck convoys, and fought several minor engagements with 

the Viet Cong. Based on Captain Parker’s count—which 

varied considerably from that of his Vietnamese battalion 

commander—the two months of operations resulted in 40 

Viet Cong killed and another 20 wounded.

The 1st Battalion, advised by Captain Bradley S. Snell, 

served as the reserve force for the II Corps commander. 

Although prepared to react to enemy threats, the battalion 

was assigned security duty for government installations. As 

the corps reserve, it conducted a heliborne assault and several search missions. During one of the search missions, the 

battalion discovered and destroyed a Viet Cong small arms 

factory. Statistically, however, the 1st Battalion’s four-month 

stay in II Corps reflected very little in the way of positive 

results. The battalion accounted for only 4 Viet Cong dead 

and 1 wounded, while 16 of their own were killed and 28 

wounded, many due to sniper fire. 

The 4th Battalion was activated in midyear with Captain 

Donald R. Christensen as its Marine advisor. Its first combat 

assignment came during the first week of August when it 

joined the 43d ARVN Infantry Regiment in an attempt to 

locate and destroy Communist forces that were operating in 

the vicinity of Phan Thiet, the capital of Binh Thuan Province, 

located on the coast some 95 miles from Saigon. It was supported in this operation by Battery A of the VNMC Artillery 

Battalion. When the operation concluded on 22 August, the 

battalion reverted to the control of the province chief who 

employed it in clearing and resettlement operations. During 

this deployment, the battalion resettled approximately 600 

civilians in support of the national government’s Strategic 

Hamlet Program.

As 1962 drew to a close, the Vietnamese Marine Brigade 

had little to show in the way of accomplishments. It had conducted no truly major operations, and because its battalions 

were employed as independent units, the brigade headquarters had gained no experience in the conduct of multibattalion 

Defense Department (Marine Corps) A410928

U.S. Marine advisors to the Vietnamese Marine Corps relax 

on board the USS Perch (APSS 313) prior to the start of an 

amphibious landing exercise south of Da Nang. From left 

are GySgt Levi W. Wood, Capt James McWilliams, and Capt 

William J. P. Mannix.
The Path To War | 15

operations. Further, the brigade’s supporting amphibious and 

artillery battalions had received no meaningful employment. 

In an accurate, but not complimentary, assessment of the 

brigade’s employment, Major Alfred J. Croft, the assistant 

senior Marine advisor, noted that the province chiefs tended 

to misuse the marine units by assigning them unproductive 

missions, such as static security. In 1962, at least, that was 

certainly the case. 

Counterinsurgency Focus

In the intensifying conflict in South Vietnam, General Shapley saw an opportunity to involve additional Marines and, in 

the process, increase their skills and knowledge in counterinsurgency warfare. Early in 1961, he signed off on a program 

that detailed company grade officers and staff noncommissioned officers to 30 days of temporary duty as observers with 

South Vietnamese military units. Beginning in May 1961, 

the OJT Program began assigning small numbers of Marines 

from the various FMFPac commands—but principally from 

the 3d MarDiv and the 1st MAW—to temporary assigned 

duty to observe the counterguerrilla tactics being developed 

and employed in the RVN. Although tours were brief, over 

time the program built a small cadre of junior officers and 

staff noncommissioned officers with at least a passing familiarity with counterinsurgency operations, in general, and the 

deteriorating situation in South Vietnam, in particular. 

The senior leadership of the Okinawa-based 3d MarDiv 

recognized the seriousness of the situation and the possibility 

for the employment of large numbers of Marines. In early 

1961, Major General Donald M. Weller, the division commander, began to shift his division’s planning and training 

efforts away from a strictly conventional, amphibious orientation to counterguerrilla operations. He directed his staff to 

“turn the entire orientation of the division toward the type 

of intervention [which] we would be faced with in Southeast 

Asia.” Although General Weller relinquished command of 

the 3d MarDiv in September 1961, his successor, Major General Robert E. Cushman, continued the focus on counterinsurgency operations. In October 1961, moving forward with 

Weller’s initiative, Cushman convened a Counterguerrilla 

Warfare Study Group to address counterinsurgency issues.

The purpose of the study group was “to formulate a division guerrilla warfare training program.” The group consisted 

of three officers: Major James W. Wood, a graduate of the 

Counterinsurgency School at Fort Bragg, North Carolina; 

Major Richard B. Twohey; and First Lieutenant Gene A. 

Deegan, both of whom were graduates of the Jungle Warfare 

School in Johore, Malaya. In its report, the study group recommended the establishment of two training courses. Both 

were quickly developed and training soon began. An eightday Infantry Unit Course trained rifle companies for operations against guerrillas in a jungle environment. The training 

was conducted in Okinawa’s junglelike Northern Training 

Area and included instruction on the historical background 

of guerrilla warfare; the individual guerrilla, his habits, and 

methods of operation; current guerrilla operations in Southeast Asia; and the Marine Corps’ role in guerrilla warfare. 

The training program concluded with a two-and-a-half 

day platoon-size exercise, during which each of the rifle 

Defense Department (Marine Corps) A410929 

Capt James McWilliams takes some time prior to the start of 

an amphibious operation to instruct 2dLt Nguyen Viet Bach in 

the techniques of long-distance rowing. Bach was the commanding officer of the Marine Amphibious Support Battalion’s 

Reconnaissance Company, the first Vietnamese unit to be 

trained in amphibious reconnaissance.
16 | Marines in the Vietnam War Commemorative Series

company’s platoons conducted a hunt for guerrillas in the 

area’s jungle environment against an “actual” guerrilla force. 

The second course, a one-day Staff and Command Course, 

focused on battalion-level staffs and included five hours of 

lectures and a two-and-a-half hour map exercise. The course 

was designed to standardize the battalion staff members’ 

knowledge of guerrilla operations, prepare them to employ 

companies that had completed the Infantry Unit Course, and 

prepare them to train their units for guerrilla operations.

The FMFPac OJT Program and the 3d MarDiv training 

program complemented each other in several ways. While 

the OJT Program enhanced the knowledge of counterguerrilla operations for individual officers and staff noncommissioned officers, the division’s courses provided a similar 

exposure to counterguerrilla operations for platoons, rifle 

companies, and battalion-level staffs. Moreover, officers and 

staff noncommissioned officers returning from the OJT Program enhanced the division’s training by providing assistance 

in planning and supervising the training programs. 

In December 1961, Lieutenant Deegan, who had arrived 

on Okinawa with a transplacement battalion the previous 

May, received orders for the OJT Program and was sent on 

temporary additional duty (TAD) to South Vietnam. His 

experiences and observations, in large measure, mirror those 

of the other Marines who participated in the OJT Program at 

this time. After orientation briefings from the Marine advisors on the USMACV staff, Deegan was assigned to a base 

northwest of Saigon where he assumed duties as a small unit 

tactics instructor (translators were employed to minimize 

the language barrier for South Vietnamese units). The days 

were uneventful, and the enemy threat proved to be minimal. 

Approximately halfway through his tour, Lieutenant Deegan 

was transferred to an ARVN unit located at Ca Mau in the 

Mekong Delta south of Saigon. Advised by U.S. Army officers, to whom Deegan believed he was both a “burden and a 

bother,” this unit had a more operational flavor. 

There were some minor firefights, but actual combat was 

very limited and there were no night operations. The ARVN 

and the Popular Force (local militia) units entered villages 

before dark and remained there until the next morning. This 

was not their only deficiency. The Vietnamese soldiers, Lieutenant Deegan observed, did not see themselves as being in 

the “winning hearts and minds business.” Typically, he noted, 

an army unit would come into a village and “take over,” and 

the village inhabitants “hosted” the unit whether they wanted 

to or not. 

Once outside of Saigon, it was evident that a Communist 

threat was evolving and an insurgency was building. “There 

was a war to be fought,” Deegan observed, “but nobody was 

fighting it.” That said, he cited three benefits that accrued 

from his TAD, which stretched to nearly 45 days. First, his 

exposure to actual counterinsurgency operations improved 

his self-esteem. Second, it gained him increased credibility 

with his fellow Marines. Finally, the lessons learned aided 

him in training and fighting with his company when he commanded Company F, 2d Battalion, 1st Marines, in I Corps in 

1966 and 1967. 

Thailand: Operation Millpond, 1961

The Geneva Agreement signed on 20 July 1954 called for an 

independent and democratically governed Laos. However, 

events on the ground between the end of World War II and 

mid-1954 made it clear that such an outcome for this landlocked nation, slightly larger than the state of Idaho and containing approximately two million people, was very unlikely. 

Strategically located in the middle of Southeast Asia, Laos’s 

neighbors to the north and east were the People’s Republic of 

China and the DRV. Its remaining neighbors in 1954 included South Vietnam to the east, Cambodia to the south, Thailand to the south and west, and Burma to the west. The key to 

subverting these four non-Communist countries was control 

of Laos. It was an unfortunate fact of geography that Laos was 

destined to become a pawn in the Cold War, the initial step 

in the Soviet Union’s, China’s, and North Vietnam’s efforts to 

drive the United States out of the Far East and bring all of the 

Southeast Asian nations and Burma under Communist rule.

The contest for the allegiance of Laos and its government 

began in the late 1940s. In 1949, Laos became an independent state within the French Union, and in 1953 (as French 

fortunes continued to decline) France recognized Laos as a 

fully independent and sovereign nation. The United States, 

England, and France extended diplomatic recognition in 

February 1950, and most of the free-world nations followed 

suit. In 1955, Laos was admitted to the United Nations.

In the period before Laotian independence, the French 

had encountered resistance to their return from forces 
SOUTH CHINA SEA

ANDAMAN

SEA

BURMA

LAOS

THAILAND

CAMBODIA

NORTH

 VIETNAM

SOUTH 

 VIETNAM

CHINA

MALAYSIA

SUMATRA

GULF OF 

 THAILAND

 GULF OF

TONKIN

RANGOON

BANGKOK

VIENTIANE

HAINAN

HANOI

SAIGON

PHNOM PENH

KUALA

 LUMPUR

SINGAPORE

EQUATOR

TROPIC OF CANCER

KILOMETERS

MILES

0

0 100

100

200 300

200 300 400

NATIONAL CAPITAL

N

Mainland Southeast Asia
18 | Marines in the Vietnam War Commemorative Series 

affiliated with a provisional “Free Lao” government. As the 

French reestablished control, much of the leadership of the 

Free Lao forces—including many members of the royal 

family—fled to Thailand. Following independence in 1949, 

most returned to Vientiane (the seat of the administrative 

government) or Luang Prabang (the royal capital) and began 

to form a government. One royal family member—Prince 

Souphanouvong—traveled north and east to join with Ho Chi 

Minh, who was establishing the Communist-sponsored and 

Communist-controlled DRV. The following September, the 

DRV radio station announced the formation of the Pathet 

Lao, a resistance government. In the months that followed, 

the resistance government elected Prince Souphanouvong 

as its prime minister and established a Laotion National 

United Front and a People’s Liberation Army. There was little 

doubt that the North Vietnamese Communists could claim 

paternity. 

Sporadic guerrilla activity along the Laos–North Vietnam 

border marked both 1951 and 1952, but during this period 

Laos itself remained relatively free of active fighting. This, of 

course, was not the case to the east in Vietnam where the 

Viet Minh forces of Ho Chi Minh were engaging the French 

with forces up to division strength. The situation in Laos 

took a serious turn for the worse in April 1953, when Prince 

Souphanouvong and his Pathet Lao forces—supported by 

combat-hardened Viet Minh veterans—launched a full-scale 

invasion and quickly took control of the two northern provinces of Sam Neua and Phong Saly. Efforts by the Royal Laotian Government to dislodge the Pathet Lao forces ended in 

failure.

The April–July 1954 conference held in Geneva, Switzerland, produced agreements that were designed to end all of the 

fighting in Indochina. Specifically for Laos, the agreements 

provided for a cease-fire arrangement that would bring about 

the integration of the two Pathet Lao–held provinces into 

the national government. To supervise the execution of the 

Geneva Agreement, an international commission with representatives from Canada, India, and Poland was established 

with its headquarters in Vientiane. The Pathet Lao initially 

refused to participate in elections and steadfastly rebuffed all 

attempts by the national government to reassert control over 

the provinces of Sam Neua and Phong Saly. In 1958, they did 

participate in elections, and although the pro-government 

candidates won a resounding victory, the Pathet Lau were 

able to elect more than 10 of their supporters.

In the end, the Geneva Agreement did little to foster 

democracy in Laos. In fact, it had just the opposite effect. 

By recognizing all political parties, the agreement conferred 

legality, respectability, and prestige on the Laotian Communist leaders. The Communist Party—the Neo Lao Had Xat—

gained status as a legitimate party, positioning it to employ 

its trained and disciplined Pathet Lao cadres. Its tactics, until 

fighting escalated in late summer 1960, focused on infiltration, subversion, and preparation.

In August 1960, a chain of events began that eventually brought the United States into active involvement in an 

attempt to keep Laos from falling into the Communist camp. 

During that month, a paratroop battalion commanded by a 

little-known captain, Kong Le, took control of the capital 

of Vientiane and passed the reigns of government to Prince 

Souvanna Phouma, a royal family member favorably disposed 

to the Pathet Lao. The first actions of Souvanna Phouma’s 

self-proclaimed “neutralist” government were to invite the 

Soviet Union to open an embassy in Laos and to pledge to 

maintain friendly relations with North Vietnam and China. 

The following four months witnessed a steady increase in 

Communist influence in the government, until late in the 

year when the army, under former defense minister General 

Phoumi Nosavan, retook the city. After losing it for a short 

period, the army again retook Vientiane and, in mid-December, expelled the Communist forces. The fighting, however, 

was not over.

As the Pathet Lao and Kong Le’s forces were being 

pushed back to the east, reports began to surface that they 

were receiving substantial support from North Vietnam and 

the Soviet Union. As this support—which was reported to 

include weapons, related war materials, and North Vietnamese troops—continued to pour in, resistance in areas held by 

Communist forces stiffened. In early January 1961, Communist China’s Radio Beijing reported that the Pathet Lao 

and Kong Le’s forces had taken control of the strategic Plain 

of Jars, including the town of Xiengkhouang and its airfield. 

From this position, they could threaten the administrative 

capital of Vientiane and the royal capital of Luang Prabang. 

The United States had been aiding the Laos government—

some $300 million had been provided by the beginning of 
The Path To War | 19

1960—since the signing of the Geneva Agreement. The aid 

had gone to support the Royal Lao Army, the police, and 

other governmental services. In 1960, the limited military 

assistance program in Laos was being administered by a small 

program evaluation office. Staffed mostly by technicians, the 

principal focus of the office was on training the Laotian 

Army’s personnel in the technical and maintenance aspects 

of the equipment being provided. They lacked any capability 

to provide training or advisory support. In fact, tactical training remained under the cognizance of French military units. 

As the Laotian military faltered and the Pathet Lao forces 

gained strength and threatened to overrun the entire country, the United States—its assistance clearly inadequate—was 

confronted with the task of reversing this unfavorable flow 

of events. As the Dwight D. Eisenhower administration left 

office in January 1961, the decision for an appropriate course 

of action passed to the new and untested John F. Kennedy 

administration. 

President Kennedy Commits U.S. Forces

In March 1961, Admiral Felt briefed President Kennedy on 

the Laotian situation and the U.S. Pacific force levels available to address it. U.S. pilots, under contract to the Laotian 

government, had been flying resupply and troop transport 

missions employing four U.S.-made helicopters and aging 

Douglas C-47 Skytrain transports. They had sustained several 

hits on their aircraft, and as the level of fighting increased, 

their support had become increasingly inadequate. A U.S. 

embassy C-47 aircraft conducting an observation mission had 

been shot down by hostile fire with the loss of all seven crewmembers—the first U.S. casualties of the Laotian conflict.

The president quickly recognized that action was urgently 

required to reverse this deteriorating situation. His plan called 

for increasing the support being provided to the pro-Western 

forces in Laos through the employment of increased numbers 

of nonmilitary helicopters and fixed-wing transport aircraft 

flown by U.S.—but nonmilitary (Air America)—pilots. Until 

the operation could become self-sustaining, U.S. military 

personnel—specifically Marines—who were trained in aircraft maintenance, flight line operations, and related functions would provide support. These U.S. military forces would 

be stationed in northeast Thailand, approximately 40 miles 

south of the Laotian administrative capital of Vientiane.

Order to Deploy Marine Corps Forces

At approximately 0200 on Sunday, 12 March 1961, MABS16, located at the Marine Corps Air Facility (MCAF) in 

Futema, Okinawa,* received its first message alerting it for 

possible deployment on what would become Operation Millpond. The message directed the squadron to be prepared 

with 48-hours notice to move by theater airlift a reinforced 

Marine Corps Aviation Squadron with supplies, equipment, 

and personnel to Udorn, Thailand, and establish an expeditionary base for operations and field maintenance for 20 

Sikorsky HUS-1 Seahorse helicopters. The deployment was 

to be completed within six days of receiving the order to 

execute. The initial requirement to establish and maintain a 

30-day level of spare parts for the helicopters was changed to 

a 120-day supply prior to deployment. 

Originally, MABS-16 envisioned deploying with a total 

of 455 personnel, but a U.S. State Department–Royal Thai 

Government conference imposed a ceiling of 300 as the maximum number of Marines that would be allowed to deploy to 

Thailand. With the exceptions of petroleum, oil, and lubricants that would be supplied by rail from Bangkok, Thailand, 

and subsistence support after 10 days, which would be provided by the Navy commissary store in Bangkok, MABS16 would be self-sustaining with expeditionary equipment. 

In addition to the camp equipment required to support its 

Marines, MABS-16 was directed to deploy with additional 

camp equipment to support 80 Air America personnel.

In addition to organic personnel and equipment, the 

following seven detachments also deployed in support of 

MABS-16:

•	 Detachment, Headquarters and Maintenance Squadron 

16 that was responsible for maintaining a Class “C” and 

“D” aircraft maintenance facility;

•	 Detachment, Marine Air Base Squadron 17 that was 

responsible for setting up and maintaining a tactical 

airfield fuel dispensing system (TAFDS) and an air 

freight facility, and for supporting the crew of a Marine 

Douglas R4D-8 Skytrain transport;

*Marine Corps Air Facility Futema, Okinawa, was activated on 1 January 

1960. It was redesignated as Marine Corps Air Station (Helicopter) Futema 

on 1 June 1970, and redesignated again as Marine Corps Air Station (Helicopter) Futenma on 22 March 1976. Its current designation (as of 2014) is 

Marine Corps Air Station Futenma. 
20 | Marines in the Vietnam War Commemorative Series 

•	 Detachment, Communications Company, 3d MarDiv;

•	 Infantry Platoon, 3d Marine Regiment, 3d MarDiv; 

•	 Engineer Platoon, 3d Pioneer Battalion, 7th Engineer 

Regiment; 

•	 Marine Aircraft Tactical Control Unit-1 (-) (MATCU1; and

•	 Detachment, Marine Wing Headquarters Group 1 that 

was responsible for communications and postal support.

The execute order for Operation Millpond (the operational 

name assigned to the MABS-16 deployment), which was 

received on Sunday, 19 March 1961, directed movement to 

commence on Wednesday, 22 March, with the airlift phase to 

be completed in four days. The order further directed MABS16 to be prepared to receive helicopters on Monday, 27 

March, and to begin supporting helicopter operations immediately thereafter, as directed by appropriate authority. Nine 

aircraft—five Lockheed C-130 Hercules and four Douglas 

C-124 Globemasters—were scheduled to depart Okinawa 

on the evening of 22 March and arrive at Udorn the next 

day. Intermediate stops were planned at Clark Air Base in the 

Philippines and Don Muang Airport outside Bangkok. Both 

organic 1st MAW and U.S. Air Force 315th Air Division 

aircraft were tasked to participate. Due to mechanical issues, 

only seven of these aircraft made it to Udorn on 23 March. 

MABS-16’s Mission

MABS-16’s mission, in part, read: “When directed, MABS16 (Rein[forced]) deploy to Udorn . . . for purposes of 

establishing an expeditionary base for operation and flight 

maintenance of 20 HUS-1 helicopters.” In fact, its mission 

demanded much more from its 300-man force.

The squadron was to provide total aircraft maintenance 

and airfield services, plus training in both areas, and other 

support to Air America, which had been publicly identified 

as a company under contract with the U.S. government. An 

April 1961 New York Times article described Air America as 

Photo courtesy of the author 

Air Force transport planes from the Military Air Transport Command brought many of the Marines and their equipment to the 

airfield at Udorn, Thailand.
The Path To War | 21

a “subsidiary of Civil Air Transport, a private company based 

in Taiwan.” In fact, it was a company covertly operated by the 

Central Intelligence Agency. Under its contract, Air America 

provided pilots, aircrew members, executives, administrative 

support, and other personnel. The company, however, was 

initially unable to perform the maintenance on its aircraft 

to keep them flightworthy, and it could not satisfactorily 

manage airfield operations. It was expected that after a period 

of training by the MABS-16 aircraft maintenance and airfield services Marines, Air America personnel would assume 

full responsibility for the maintenance of their helicopters 

and airfield operations. At that point, MABS-16 would have 

accomplished its mission and would terminate operations 

and return to its home base on Okinawa. 

As previously noted, Air America pilots had already been 

flying missions with four HUS-1s in Laos since December 

1960, under control of the program evaluation office. One 

had been lost to enemy fire, and all of the others had been 

hit by enemy fire. Under its new and expanded contract, Air 

America was to grow to 20 HUS-1 helicopters, all to be 

received from the U.S. government. It was to operate these 

aircraft in support of the Royal Laotian forces engaged in 

combat operations against Pathet Lao insurgents that were 

being supported by North Vietnamese ground troops and 

supplied by the Soviet Union and China. 

Of the 16 additional aircraft made available, 13 flew into 

the Udorn airfield on 27 March. Although efforts had been 

made to “sanitize” the aircraft of any military markings, when 

the sun struck the fuselage of the arriving HUS-1s, a large 

white star and the word “Marines” were clearly visible under 

the light coat of green paint that had been applied to each 

helicopter. With the arrival of the final 3 helicopters a few 

days later and the repair of the 3 that had been provided the 

previous December, Air America had 19 operational aircraft. 

The loss of a second aircraft a short time later left it with 18 

assigned as April approached. 

Because maintaining Air America’s operational capability was a priority for MABS-16, among the first Marines 

to arrive at Udorn were 2 officers and 30 enlisted Marines 

from Headquarters and Maintenance Squadron 16’s aircraft 

maintenance detachment. They immediately set about establishing aircraft repair shops in an empty hanger adjacent 

to the airfield. Camp construction crews also arrived early. 

Communications was also a priority, and by 23 March several communicators had arrived. Over the next few days, the 

remainder of the force was flown in.

“No Comment”

During the first days of the operation, Lieutenant Colonel 

Richard W. Johnson, MABS-16’s commanding officer, led an 

early morning all-hands meeting. At this meeting, he briefed 

the Marines on the command’s activities and how important 

the command’s mission was. He emphasized at every meeting 

that the unit’s mission was not classified; however, Marines 

were not to talk about it with anyone. He noted that Secretary of Defense Robert S. McNamara had issued a directive 

making it unequivocally clear that the only comment Marines 

were allowed to make was “no comment.” 

This guidance did not sit well with the major news and 

television correspondents who began arriving from Laos on 

the evening of 23 March after learning that U.S. Marines 
22 | Marines in the Vietnam War Commemorative Series 

had landed at Udorn. One correspondent reporting for the

Evening Star, a Washington, DC, newspaper, wrote, “The 

Marines have landed in Thailand with their eyes open and 

their mouths firmly shut.” As the airfield and adjacent areas 

were Thai property, the Marines had no authority to restrict 

any correspondent’s access. Therefore, over the next few days, 

they mingled among the silent Marines in their attempts to 

get information. By 27 March, most of the media had become 

discouraged and returned to Laos. Their departure caused 

them to miss the story and pictures that they most coveted—

the arrival of the helicopters—which took place on 28 March. 

On that day, there were no correspondents or photographers 

near the Marines’ camp or the airfield. 

The local Thai population was also curious about what was 

taking place at the airfield just down the road from their town. 

For the several days during and after the Marines’ arrival, 

local citizens, often numbering in the hundreds, would arrive 

and stand on the main road adjacent to the airfield, observing 

the Marines as they erected their tent camp.

The First Weeks

The aircraft maintenance department’s Marines faced a 

daunting dual mission. They were tasked with providing 

aircraft and flight line maintenance and operations for 20 

HUS-1 helicopters with an anticipated utilization factor of 

Photo courtesy of the author

A considerable amount of rain falls in northeast Thailand during the monsoon season. The airfield is at the top of the photograph, 

and the initial, temporary camp was located to the right of the airfield. 

Photo courtesy of the author

Air America’s helicopters arrive for duty. Beneath the light 

coat of green paint, a large white star and the word “Marines” 

were clearly visible. 
The Path To War | 23

approximately 120 hours a month. While performing these 

functions—for a period expected to last for 90 to 120 days, 

but which in fact ran for more than six months—they were 

also tasked to train Air America maintenance crews that 

would gradually phase in and assume all aspects of aircraft 

maintenance and line functions. Further, the Marines of the 

maintenance department were tasked with maintaining all 

shop and test equipment, special support equipment, aircraft 

spares, tools, and general aircraft consumables in sufficient 

quantities to sustain operations.

The forced reduction of MABS-16’s authorized personnel strength from the desired 455 to 300 ensured that the 

aircraft maintenance department was staffed to only spartan 

levels. To accomplish all of their tasks, only 2 officers, including 1 avionics officer, and 37 enlisted men were assigned from 

Headquarters and Maintenance Squadron 16 to perform the 

aircraft maintenance functions. Wisely, in light of the requirement to train Air America personnel, care was taken to assign 

experienced and qualified staff noncommissioned officers. 

Within two weeks, Air America provided approximately 

40 men to begin training with the Marine aircraft and flight 

line maintenance crews. About 15 were assigned to shops 

or other hanger functions. Unfortunately, as the tempo of 

operations picked up and backup helicopter crew chiefs were 

needed for flight operations into Laos, some of these men 

became unavailable for maintenance training. In the early 

weeks, Air America’s maintenance training focused principally on the flight line servicing of incoming and outgoing 

aircraft.

Camp Construction

Construction of the camp began immediately upon arrival 

and proceeded in two phases. The first dealt with the temporary camp that was built directly on the ground. An area 

was selected and marked off, and as tents arrived they were 

put up in predesignated areas. First priority was given to billeting. Once living areas had been established, the mess hall, 

sick bay, and office tents were put up. In approximately three 

weeks, the temporary camp had been completed. It served 

MABS-16’s Marines for more than two months until a more 

permanent—and more livable—cantonment was constructed 

on the opposite side of the airfield. 

The second phase—construction of the permanent camp 

that encompassed an area of approximately eight acres that 

was relatively flat and free of vegetation—took about 11 

weeks to complete. The work was done by the engineer platoon, which had 1 officer and 21 enlisted Marines. When 

actual construction began, 1st MAW provided an additional 

21 carpenters. Plans were drawn up to build the entire camp 

elevated above ground as it was anticipated that the entire 

area would be underwater when the rainy monsoon season 

began in the late spring.

Three buildings—all in serious states of disrepair—existed 

in the area chosen for the camp. These buildings were completely renovated and put into service. One building became 

the squadron’s mess hall after all internal partitions had been 

removed and the building had been screened. Storage areas 

were constructed on both ends of this building by extending 

the existing decks and enclosing them. The second building 

was rehabilitated and turned into office and work spaces. It 

had room to house the sick bay, post office, exchange, squadron office, communications switchboard, and motor transport 

office. A dry stores warehouse was also located in this building. The third building was assigned to Air America for its 

office spaces. 

Five platforms—on approximately 6-foot posts placed at 

8-foot intervals and sunk 30 inches into the ground—were 

Photo courtesy of the author

The first Marines to arrive had to erect their own billeting and 

work spaces. 
24 | Marines in the Vietnam War Commemorative Series 

erected in the main camp area. The two largest platforms were 

258 feet in length and 40 feet wide and could accommodate 

13 strongback general purpose tents. These were constructed in such a manner that all of the sides could be rolled up 

when the weather permitted. Two smaller platforms accommodated five strongback general purpose tents on one, and 

the camp’s laundry and bath unit were placed on the other. 

The final platform was built to accommodate two corrugatedroofed buildings. Inside of each of these buildings, a strongback command-post tent was erected. These two buildings 

were joined and served as the squadron’s command center. 

A washhouse was also constructed and could accommodate up to 40 Marines at a time with running water provided 

from a gravity-fed 3,000-gallon water tank. Individual racks 

were constructed at each station, which allowed a Marine to 

insert his helmet that served as his “sink.” Several heads were 

constructed behind the billeting area. All of the platforms 

and heads were connected by walkways, each of which had 

a removable section to allow emergency fire or ambulance 

vehicles to drive through the camp. 

Approximately a quarter-million board feet of lumber—all 

rough mahogany—were used in the construction along with 

corrugated tin, screen, and nails. All was purchased locally at 

a cost of approximately $22,000. The permanent cantonment 

was ready and occupied before the monsoon rains began. The 

elevated wooden flooring and screened-in billets were a welcome change from living on the ground with the tent flaps 

always down.

Logistics

MABS-16 deployed with 44 pieces of rolling stock, including M21 2 1/2-ton trucks, M38A1 1/4-ton trucks ( Jeeps), 

M7 water trailers or “water buffaloes,” MB-5 aviation 

Photo courtesy of the author 

In the initial camp, all tents—including the Squadron Aid Station pictured—were pitched on the ground, providing no protection 

from flooding. 

Photo courtesy of the author

The squadron mess hall was located in one of the existing 

structures that had been rehabilitated by the engineers. It was 

built up off of the ground to prevent flooding during the monsoon season. 
The Path To War | 25

crash-and-rescue fire trucks, and a Caterpillar D-4 crawler 

tractor with dozer blade. Given the extremes of the monsoon’s dry and wet seasons, all rolling stock required special 

care. During the dry season, the roads were covered with a 

fine powdery dust to a depth of two to three inches, which 

required changing the oil in the air cleaners twice a week and 

lubricating all vehicles weekly. During the rainy season, particularly in August and September, all vehicles continually 

traveled or stood in water, often above their axles. To keep 

them operational, they were lubricated twice a week. Despite 

close attention to these problems, many drive shaft universals, wheel bearings, and brake cylinders and linings required 

replacement at the end of the rainy season in October. Further, the radiators on the generators that provided power to 

the cantonment rusted and gummed up more frequently than 

the radiators on the vehicles and required frequent flushing to 

prevent the generators from overheating.

Food service operations throughout the deployment were 

exceptional. After only 10 days on C rations, a galley was 

established in a fly tent, and three general purpose tents were 

outfitted to serve as the dining hall. Packaged operational B 

rations with a fresh food supplement were served initially. 

Soon thereafter, fresh food substitutions for the B rations 

became available through the Navy commissary in Bangkok. 

Dry stores were transported from Bangkok by rail, and fresh 

food arrived at Udorn on MABS-16’s R4D-8 aircraft. On 

29 April, the engineers completed work on the abandoned 

building that had been designated as the squadron mess hall, 

and it opened for business. Complete with refrigeration, storage space, galley, mess deck, and a dry stores warehouse, this 

new mess hall was operated by a mess management chief, six 

cooks, and one baker (and after early May, several indigenous 

mess men), and it served three meals daily for the duration of 

the operation.

The acquisition of water and ice proved to be a unique, 

but not insurmountable, problem for the deployed force. Filtered, not potable, water was used in the camp’s showers and 

laundry. Although not suitable for drinking, it was available 

in unlimited supply and was inexpensive to purchase from the 

town of Udorn. 

To provide water suitable for drinking, a water point was 

established at the edge of a pond about three-quarters of a 

mile from the camp. The unlimited supply from the pond was 

processed into potable water and distributed to the mess hall 

and the many 400-gallon water buffaloes that were placed 

throughout the camp. MABS-16 did not lack for water at any 

time during its stay in Thailand. 

The mess hall, which used large amounts of ice in its daily 

operations, required special consideration. Locally produced 

ice could not be used because it was made from unpurified 

Photo courtesy of the author

During the monsoon rains, the ground below the elevated cantonment was frequently flooded.The rehabilitated original building 

on the left housed the squadron’s administration offices. Strongback tents were erected in the permanent camp, which was built 

entirely off the ground for flood protection. At right are strongback billeting tents. 
26 | Marines in the Vietnam War Commemorative Series 

water. After several visits to the local icehouse, the Marines 

were successful in acquiring three large ice freezing cans on 

a temporary basis. These cans were taken back to the camp 

where they were scrubbed, chlorinated, marked with an identifying paint, and then returned to the icehouse, along with 

a water buffalo containing potable water. The ice freezing 

cans were then filled, and the water was frozen. The Marines 

reached an agreement with the icehouse staff that the resulting blocks of ice would be sold only to the Marines. Each 

day, the Marines purchased at least one block of ice from the 

icehouse. The empty can was then refilled with potable water 

and returned to the freezer. When the water buffalo ran low, 

it was replaced with a full buffalo from the water point. The 

process became routine, the language barrier diminished, and 

the mess hall was never without ice to support its operations. 

Just before dark on 23 March, MABS-16’s TAFDS 

arrived at Udorn on 1st MAW aircraft. Before noon the following day, a 20,000-gallon system was installed, and civilian 

contractors filled it with aviation gasoline from tank trucks. 

On 2 April, a second 20,000-gallon system was installed and 

filled with JP-4 aviation fuel. These systems were maintained 

and operated day and night, seven days a week, by one staff 

sergeant, two corporals, and three lance corporals. 

To provide fuel to locations away from the Udorn airfield—which allowed the Air America pilots to refuel their 

aircraft without having to return to Udorn—the TAFDS 

Marines began filling 55-gallon drums with aviation gas and 

having them airlifted to remote sites. Some days, as many as 

200 drums were transported to alternate fueling sites. Over 

time, the Marines accumulated 2,000 such drums to meet 

their requirement to support the remote fueling sites.

Medical Support

The first flight into the airfield at Udorn on 23 March carried two Navy corpsmen, a field ambulance, and emergency 

sick-call supplies and equipment. This initial contingent was 

followed later that day by a medical officer and a third corpsman. By the third day of the deployment, the medical staff 

had its full complement of eight corpsmen and one medical 

officer and its medical block, which was capable of supporting 500 men in the field for 30 days. Initially, sick call was 

conducted out of the field ambulance; by 26 March, however, a general purpose tent had been erected for the medical 

staff. Soon thereafter, a dental detachment arrived, and a 

joint medical/dental sick bay opened for business. Although 

slightly cramped and dusty, the tent proved adequate, and the 

combined medical and dental staffs worked successfully there 

for a month and a half.

By early May, the engineer detachment had rehabilitated 

the second of the three buildings located in the new cantonment area, and on 8 May the medical officer and his corpsmen 

moved into their new space at the permanent campsite. It 

had a roof, was screened in and well lit, and provided sanitary 

conditions adequate to allow the doctor to perform minor 

surgery. The plywood deck was also easy to clean and kept 

insects from entering the sick bay between the floorboards. 

Further improvements included painting, the installation of 

white cotton sheeting overhead (which reduced the heat and 

reflected light), and the installation of a porcelain sink supplied with running water.

The squadron’s medical personnel closely monitored field 

sanitation, a critically important issue in the tropical environment of northeast Thailand. The mess hall was inspected 

daily. With schistosomiasis—a parasitic disease spread by a 

waterborne pathogen—a serious problem in northeast Thailand, the medical personnel closely monitored the camp’s 

water supply. Their vigilance meant that water supply problems were not an issue for the entire period of the operation. 

The heads in the original camp were inspected and the waste 

incinerated every five to seven days, and in the permanent 

camp the concrete cistern-chemical heads were treated with 

unslaked lime twice a week. Insect control, a joint responsibility of the camp police sergeant and sick bay personnel, was 

managed by use of an applicator that dispensed a DDT fog 

in the general camp area on a regular schedule. 

Sick call was conducted twice daily. In July, a typical 

month with 253 military personnel on board, 429 outpatient visits were made to the dispensary. Among the medical 

problems treated were 43 cases of diarrhea and digestive tract 

infections; 64 diseases of the eyes, ears, nose, and throat; 17 

acute respiratory infections; 133 dermatological problems; 2 

injuries; 30 surgical conditions; and 8 cases of venereal disease. 

Overall, the medical staff encountered few problems 

during the operation. Some of the more serious medical problems diagnosed and treated during the deployment 

included 8 cases of malaria, 3 minor fractures, 2 burn cases (1 
The Path To War | 27

requiring emergency hospitalization), 1 snakebite (that was 

not life threatening), 2 scorpion stings, 8 cases of heat exhaustion (all in the early weeks of the operation), and 37 cases of 

venereal disease. 

Communications

The communications section was made up of personnel and 

equipment drawn from the Communications Company, 3d 

MarDiv, Marine Aircraft Group 16 (MAG-16), and Headquarters & Headquarters Squadron-1, 1st MAW. Its mission 

was to provide internal communications within the MABS16 cantonment and to provide voice and encrypted radioteletype communications to the squadron’s higher echelons of 

command located outside of Thailand.

To satisfy the first requirement, MABS-16 deployed with 

44 EE-8 battery-powered field telephones, an SB-86 switchboard, and an SB-22 switchboard. Both switchboards were 

field equipment and, like the phones, were battery operated. 

Internal communications were quickly established throughout the initial base camp, with additional lines being run as 

tents were erected and occupied. Concurrent with the construction of the more permanent cantonment, plans were 

developed to provide it with telephone service. As soon as 

the engineers rehabilitated the second of the three existing 

buildings, the SB-86 switchboard was installed next to the 

MABS-16 offices, the sick bay, motor transport, and material 

offices. Lines were quickly run to all offices and work spaces, 

the flight line, and some of the billeting tents. This system 

served the squadron’s internal communications needs until it 

departed Thailand in late October. 

Prior to passing the telephone exchange to Air America, the Marines made several upgrades to the system. These 

upgrades included replacing the military “slash wire” connecting each telephone to the main switchboard with WD-110 

wire that was more reliable, running all lines overhead, 

converting to a central battery system, and substituting Air 

America’s desk phones for the Marines’ EE-8s. 

To satisfy the second element of its mission, the communications section provided links between MABS-16 at Udorn 

and its supporting organizations on Okinawa and at MCAF 

Iwakuni,* on the island of Kyushu, Japan. Two major circuits 

*Naval Air Station Iwakuni was redesignated as Marine Corps Air Facility 

Iwakuni on 1 January 1958. It was redesignated again as Marine Corps Air 

Station Iwakuni on 20 July 1962, a designation it still retains today.

Photo courtesy of the author

Pictured here are the message center Marines and technicians who ran and maintained the MABS-16 communications center. 

The author is third from the right in the front row.
28 | Marines in the Vietnam War Commemorative Series 

were maintained throughout the deployment. The first, 

which began operations on 23 March, was between Udorn 

and Bangkok. This circuit employed the AN/TRC-75 transmitter-receiver (state-of-the-art equipment at the time), with 

supporting TT-4s and AN/GGC-3 teletype machines. The 

AN/GGC-3 teletype machine employed a paper tape that 

was perforated each time a key on the keyboard was struck. 

Complete messages were drafted on these paper tapes. Then, 

employing a one-time encrypting tape that was duplicated on 

the receiving end of the circuit, the message was transmitted 

in encrypted form. The circuit was capable of transmitting 

voice, Morse code, and teletype signals. The second circuit 

linked MABS-16 with the Naval Communications Facility 

in the Philippines (NavComPacPhil). On the Udorn end of 

this circuit, the Marines employed a CinCPac communications contingency package, provided to MABS-16 specifically to facilitate external communications. Capable of voice 

and teletype communications, this circuit was established on 

8 April and was fully operational by 15 April.

High temperatures, poor signals, and mediocre antennas 

initially plagued communications on the Bangkok circuit, 

and teletype incompatibility frustrated communications on 

the NavComPacPhil circuit. Signals improved markedly on 

the Bangkok circuit after much experimentation with longwire antennas cut specifically to frequency length, which 

were employed at Udorn, and the installation of a 35-foot 

fiberglass antenna to the AN/TRC-75 on the Bangkok end 

of the circuit. The teletype incompatibility problem on the 

NavComPacPhil circuit was quickly resolved. 

Little could be done about the oppressive temperatures 

and the humidity, but the Marine communicators did take 

steps to lessen the problems. Early in the deployment, the 

communications center was moved outside the main camp 

and into a small wooden garage with a cement floor. This 

provided a cleaner environment for the communications 

equipment and allowed fans to be installed, which somewhat 

cooled the heat-generating communications equipment and 

delighted the communications center Marines. Two general 

purpose tents were erected adjacent to the garage where a 

radio, teletype, switchboard, and telephone maintenance 

shop was established. As the communications circuits were 

operational 24 hours a day, a small billeting area was also 

established in the tents for Marines to use between communications center watches.

During their periods of operation, which ran from 23 

March to 26 October, both circuits serviced considerable 

amounts of traffic. On the Udorn end of the Bangkok circuit, 

984 encrypted radioteletype messages were sent, and 2,991 

were received. On the Udorn side of the NavComPacPhil net, 

1,919 encrypted radioteletype messages were sent and 1,290 

were received.

Personnel Programs

The squadron’s morale remained high throughout the deployment. It was sustained in part by the knowledge that the 

Marines were deployed on an actual operational mission. 

Superb mail service throughout the deployment also contributed to the high morale. The MABS-16 fleet post office 

address never changed, so mail was delivered regularly. Mail 

was delivered at least twice weekly on regular courier flights 

from Futema, Okinawa. Frequently, other flights would 

stop at Futema and pick up mail waiting to be sent. A post 

exchange was established on 27 March, less than a week 

after the Marines began arriving at Udorn. Initially stocked 

only with necessities, its merchandise expanded considerably 

when it moved into a larger space in the permanent camp in 

late April. As the deployment matured and a more normal 

routine evolved, a volleyball court, horseshoe pits, and two 

Photo courtesy of the author 

An AN/TRC-75 transmitter-receiver set up outside of the communications center. The poles in the background support the 

long-wire antennas that attached to the radio. 
The Path To War | 29

softball fields were constructed, and an organized athletics 

program emerged.

In late May, after all of the squadron’s personnel had 

moved to the permanent camp, the Western Pacific Armed 

Forces Film Exchange began providing the command with 

five or six movies a week. Free popcorn was provided, and 

the movies, which were shown in the mess hall, soon became 

the main source of evening entertainment. Three additional 

strongback tents erected on a platform served as the special 

service area. One tent was utilized for beverage sales—both 

soft drinks and beer could be purchased—and as a lounge 

area; a second tent housed a ping pong table, a reading area, 

and a barber shop. The third was equipped with a rostrum for 

divine services. 

After about 10 days, the command initiated a liberty program for the deployed Marines. Liberty was limited to 100 

Marines at a time; more than that number, it was determined, 

would overwhelm the town. As a security measure, Marines 

of all grades were issued liberty cards and, whenever a Marine 

was late returning from liberty, the Udorn police turned out 

every officer on its force to find him. 

Travel to and from town—about three miles from the 

camp—was by sam lo, a three-wheeled bicycle-rickshaw peddled by a man in the front with up to two passengers seated 

in the back. The cost of a one-way trip was three to five Thai 

baht, depending upon the individual Marine’s bargaining 

skills. The exchange rate during the Marines’ stay in northeast Thailand remained steady at 20 baht to 1 U.S. dollar. The 

only bar in town was owned by a Thai army lieutenant who 

spoke English and was also the chief of police. It received a 

considerable amount of business from Marines. Several restaurants were available at which large plates of very spicy beef 

or chicken fried rice could be purchased for seven baht, and 

a liter of Thai beer could be had for the same price. The local 

citizenry was welcoming and friendly, and the Marines reciprocated. There were no adverse incidents for the duration of 

the deployment.

One- to three-day rest and recreation (R&R) trips to 

Bangkok began in May. Marines traveled space available on 

the squadron’s R4D-8 or other Marine Corps aircraft. A small 

bus, operated by the Joint United States Military Assistance 

Group, brought the vacationing Marines from Don Muang 

Airport to downtown Bangkok. The centrally located Metropole Hotel, where a double occupancy room with a good bed 

and air conditioning was available for $5 (100 baht) a day, 

received most of the R&R business. Meals and drinks were 

similarly inexpensive. A good steak or lobster dinner at any 

of the many excellent restaurants cost from $1.50 to $2.00 

(30–40 baht). Drinks were about $1 apiece (or 20 baht).

Cab drivers doubled as tour guides and, for a very reasonable price, would take Marines on tours of the city that 

included stops at several of the many Thai temples. In 1961, 

the cost of two days in Bangkok was not beyond the reach of 

even the most junior enlisted Marine, and many took advantage of the opportunity to see one of Southeast Asia’s most 

beautiful and modern cities.

A vibrant and successful people-to-people program 

received its start from the invitation of a local Udorn 

Photo courtesy of the author 

Marine aircraft, such as this Fairchild R4Q Flying Boxcar, visited the squadron at least twice weekly, carrying mail, repair parts, 

and other needed supplies. 
30 | Marines in the Vietnam War Commemorative Series 

basketball team to the Marines to play an exhibition game 

on the public courts in town. These games soon became 

nightly affairs featuring several Thai teams and as many as 

2,000 people coming to watch. In late summer, the city sponsored a basketball tournament, with several Marine and local 

Thai teams participating. After several playoff rounds, the 

MATCU-1 emerged victorious and received a large, engraved 

silver trophy in recognition of their accomplishment. 

 In addition to the sports activities, the Marines undertook 

several projects to assist the local mission church and Catholic school. Through contributions collected at the MABS-16 

camp, the Marines purchased materials and a local American 

contractor laid a concrete floor in the church. Several Marines 

volunteered to instruct evening English language classes, and 

several were invited to visit the Udorn Teachers College for 

Sunday afternoon meetings with the college’s English classes. 

Aviation Operations

The aircraft maintenance and flight line maintenance 

Marines quickly adjusted to the rigors of their assignments. 

While remaining cognizant of their critically important mission to train Air America personnel in aircraft maintenance 

and flight line operations, they also knew that their immediate goal was to keep the maximum number of Air America 

aircraft operational. During April—the first full month of 

operations—they maintained an aircraft availability average 

of 18.16 for their 19 HUS-1 helicopters. Flight operations 

totaled 1,934.5 flight hours, for an average of 106.5 hours of 

flying time per helicopter. In May, the average aircraft availability was 18.6 with a total of 1,750 flight hours. 

The high availability rates were not achieved without 

much hard work on the part of the crews and included many 

major repairs and the replacement of major aircraft components. During these initial two months of operation, the 

maintenance crews conducted 24 periodic calendar inspections, 19 engine build-ups/replacements, 5 main transmission changes, 8 major rotor changes, and 76 other component 

changes. They also repaired structural damage caused by 73 

bullet strikes. The avionics shop serviced 115 major end items 

of helicopter equipment. With operational requirements 

demanding the maximum availability of aircraft, work was 

extended into the evenings, particularly on the flight line 

where the Marines made concerted efforts to correct all aircraft discrepancies before morning. 

While June saw a significant decrease in battle damage, it 

was becoming increasingly more costly in maintenance hours 

and effort to keep the overworked aircraft in the air. The 

Photo courtesy of the author 

Klongs (canals) run throughout the city of Bangkok. They carry 

off the monsoon rains and provide a transportation route for 

farmers to bring their produce from the countryside to sell to 

city dwellers in floating markets. 

Air America UH-34Ds—devoid of markings—return from 

a mission in Laos.

Photo courtesy of the author
The Path To War | 31

maintenance issues were exacerbated by frequent shortages 

of critical spare parts. During June, for example, 60 aircraftdays were lost while awaiting spare parts. There was a solution 

to this problem, but it was not without cost. The number of 

aircraft grounded as a result of the lack of spare parts could 

be appreciably reduced by switching parts between aircraft. 

However, this practice added significantly to the maintenance 

workload measured in the increased hours required to take 

parts off one aircraft and install them on another to make it 

flightworthy. Nevertheless, in June eight tail rotor assemblies, 

two main rotors, two engine packages, and numerous other 

items (such as carburetors, inverters, and instruments) were 

exchanged between aircraft. The Marines simply worked the 

extra hours to keep more aircraft in the air. 

Air America resupply stock levels at Don Muang Airport in Bangkok, the source of the maintenance department’s 

spare parts, were inadequate to meet the requirements of 20 

helicopters flying excessively long hours. Further, its spare 

parts records cards contained a mix of Navy and Air Force 

parts identifying numbers, which caused confusion when Air 

America entered the Navy supply system at the Naval Supply 

Depot in Yokosuka, Japan, to order replacement parts. To 

solve this problem, the noncommissioned officer in charge of 

the Navy supply section located with the aircraft maintenance 

department at Udorn traveled to Don Muang Airport to 

establish a workable system that forwarded all spare part requisitions to the Naval Supply Depot in the Navy’s “language.” 

This sped up the resupply process and raised Air America’s 

stock levels at Don Muang. While the level of spare parts 

improved, the maintenance crews at Udorn continued to be 

plagued by shortages for the duration of their tours. 

Aircraft losses further reduced operational readiness. On 

16 June, an HUS-1 made a forced landing on a sandbar in 

the Mekong River. Several days of troubleshooting, during 

which a number of engine accessories were replaced, failed 

to return the aircraft to operational condition. To bring the 

helicopter to a location where more extensive repairs could 

be made required pulling it through water that reached the 

level of its cockpit. Once this was accomplished, the malfunctioning engine was replaced, but it was 30 June before 

it was returned to Udorn and put back into service. On 18 

June, another HUS-1 was seriously damaged after aborting 
32 | Marines in the Vietnam War Commemorative Series 

a landing from an altitude of 4,300 feet. Unable to slow his 

rate of descent, the pilot settled his helicopter on a steep slope 

near the landing site. The helicopter rolled over twice before 

coming to a stop. Although selected items were salvaged, the 

aircraft was beyond repair and destroyed. 

There was significantly less work in July for the maintenance department’s Marines as a result of a month of no 

battle damage and a sharply reduced requirement to perform 

major component changes. Despite this reduced workload, 

the maintenance crews kept an average of 16.9 aircraft in the 

air for a total of 1,625 flying hours, or an average of 96 hours 

per aircraft. One aircraft was lost due to an engine malfunction when the pilot was forced to land at an inaccessible site 

and the aircraft could not be recovered. On 23 and 24 July, 

two C-124s brought two HUS-1s to Udorn as replacements 

for the lost aircraft. They were quickly assembled and given 

the requisite test flights. No discrepancies were found, so they 

were immediately placed in operation. 

From MABS-16’s arrival at the Udorn airfield in late 

March, Air America personnel had worked closely with the 

aircraft maintenance and flight line Marines to acquire the 

knowledge they needed to completely run operations when 

the Marines departed. With the end of July near, the 120-day 

mark—the outside limit of the Marines’ expected stay—was 

approaching. As a first positive step toward the MABS-16 

phase-out, Air America assumed responsibility for all flight 

line functions on 23 July. Marines retained refueling responsibilities and continued to operate the TAFDS, and a senior 

staff noncommissioned officer remained on the flight line as 

an advisor and coordinator between flight line and hangar 

maintenance crews. 

 August proved to be a busy month for the maintenance 

department. In response to a Thai request, two Marine 

HUS-1s were deployed within Thailand to relocate the relay 

stations of a Thai TRC-24 radio relay system. Tragedy struck 

on 15 August when one of the helicopters burned after crashing in dense jungle just short of its designated landing site. 

The crash killed two passengers, and three crew members 

were seriously injured as a result of burns. The crew chief 

also sustained a compound fracture of his lower left leg. On 

28 August, the second helicopter experienced engine failure and was forced down approximately 150 miles from the 

Marine base at Udorn. An engine package, borrowed from 

Air America, was trucked to the site of the downed aircraft 

and installed by Marines, who were assisted by members of 

the Royal Thai Air Force. The helicopter returned to Udorn 

on 2 September.

Concurrently, Marines and Air America maintenance 

crews remained busy supporting operations taking place in 

Laos. During August, with an average of 15.3 helicopters 

available, Air America crews flew a total of 1,569 hours for an 

average of 102.5 hours per aircraft. A serious in-flight accident that resulted in extensive fuselage damage on the port 

side of an HUS-1 required a major repair effort. To return 

the aircraft to full flight status required the replacement of 8 

square feet of external skin and several supporting ribs in the 

area around the left pylon and an additional 14 square feet of 

skin and several supporting ribs on the outside of the radio 

compartment. Availability of spare parts continued to plague 

the maintenance crews. Thirty-six aircraft days were lost in 

the month because the parts to put aircraft back into service 

could not be found.

On 8 August, an Air America helicopter was shot down 

behind enemy lines. After making an emergency landing, the 

crew escaped and spent three days evading enemy forces. All 

of the crew members were rescued with only minor injuries. 

The four helicopters involved in the search-and-rescue effort 

required significant repairs for damage resulting from enemy 

small-arms fire.

While the Marines continued to perform most of the 

maintenance functions, the plan to transfer responsibility for all maintenance activities to Air America remained 

on track. In August, 27 experienced Air America general 

aircraft mechanics arrived. They were assigned full time to 

classroom instruction during the day to familiarize them with 

the HUS-1. They were then assigned an evening shift on the 

flight line. Earlier in the month, a Sikorsky factory representative had arrived to provide technical assistance during the 

transition. He served primarily as a classroom instructor for 

the new Air America employees. Late in the month, a tentative agreement was reached with the Air America station 

manager to effect the complete transfer of aircraft maintenance responsibilities in late September, or well into the sixth 

month of the deployment. 

Between 1 and 22 September, 15 helicopters were available for flight operations, on average, and a total of 856.1 
The Path To War | 33

hours were flown. Battle damage increased somewhat during 

this period, with repairs required on seven aircraft. On 4 

September, an HUS-1 was extensively damaged making a 

landing in rough terrain. After being hit by enemy fire while 

attempting to land in the primary zone, the pilot diverted to 

a secondary site where his aircraft sustained major fuselage 

damage when it struck a hidden tree stump. On 9 September, 

small-arms fire damaged a helicopter’s tail rotor, necessitating the removal and replacement of the complete tail rotor 

assembly. 

The schedule for passing responsibility for aircraft maintenance from the Marines to Air America accelerated in 

September. On 5 September, Air America assumed responsibility for the tool room. Supplies not needed by Air America’s 

maintenance crews were made ready for shipment back to 

MAG-16 on Okinawa. The following day, 10 additional Air 

America mechanics arrived. They immediately began a sixday instruction period on the HUS-1 led by the Sikorsky 

technical representative. With Air America personnel now 

assuming much of the maintenance workload, Marines began 

preparing in earnest for their departure. On 8 September, six 

enlisted Marines detached and returned to MAG-16. The following day, the squadron’s maintenance officer was detached. 

On 20 September, an Air America representative assumed 

responsibility for all maintenance equipment and supplies 

that were to be left behind. All other equipment and supplies were inventoried and boxed for return to MAG-16. At 

1630 on 22 September, with a total of 54 personnel assigned 

to the maintenance department, Air America assumed all 

responsibility for aircraft maintenance. In the avionics shop, 

where staffing was still inadequate to sustain operations, three 

Marines remained to assist and instruct. By the beginning of 

October, 6 additional civilian avionics employees had arrived, 

bringing the total civilian strength to 12 and matching the 

number of Marines that had staffed the avionics shop. With 

operations now running satisfactorily and with only infrequent assistance required, the Marine avionics personnel were 

phased out and returned to Okinawa on 15 October 1961. 

The aircraft maintenance section’s Marines were not the 

only ones planning for departure from Udorn. By early September, a plan had been finalized for the complete relief of 

MABS-16 and the assumption of duties by Air America. The 

plan was executed, with departures beginning in September 

and accelerating in October. Functions required to maintain 

operational capability were staffed with the minimum number 

of Marines until the very end. Those assigned to the aviation 

maintenance section, as noted previously, remained until the 

middle of October. Communications circuits remained open, 

and responsibility for the camp’s internal phone system was 

not passed to Air America until late October. Other Marines 

remained, as required, until the remaining Marines departed 

Udorn on 26 October 1961. 

It would not be long, however, before Marines in greater 

numbers returned to Thailand. In early 1962, increased fighting broke out in Laos, with the very real threat that hostilities 

would spill across the border into Thailand. To ensure the territorial integrity of Thailand and to block the spread of Communism in Southeast Asia, the Corps returned to Thailand in 

Marine expeditionary unit strength.

Shufly: April 1962–January 1963

The Communist offensive in South Vietnam continued 

to expand in the early 1960s, and to address this threat the 

South Vietnamese government increased the size of its armed 

forces. Deficiencies in the ARVN’s and the VNMC’s capabilities were many; however, among the most serious was their 

lack of mobility. The United States stepped in to fill this void, 

and by early 1962, three U.S. Army helicopter companies 

were providing combat support to South Vietnam’s forces. 

A CinCPac assessment of support requirements conducted in early 1962 identified the need for a fourth Army 

light helicopter company to support RVN operations in the 

Mekong Delta region. The assessment recommended that 

an additional U.S. Army helicopter company be deployed to 

support the RVN forces. On 6 March 1962, the secretary of 

defense approved this recommendation, and the Joint Chiefs 

of Staff ( JCS) directed the Army to provide the unit. 

Two days before Admiral Felt forwarded his recommendation to the secretary of defense, General Timmes, the 

MAAG chief, had recommended that nine Marine helicopter 

pilots receive temporary 60- to 90-day assignments to Army 

helicopter units to familiarize them with helicopter combat 

support operations in South Vietnam. When Admiral Felt 

passed this recommendation to General Shapley, commanding general of FMFPac, the general demurred, citing several 

reasons why the assignments would not benefit either the 
34 | Marines in the Vietnam War Commemorative Series 

Army or the Marines. In a counterproposal, General Shapley 

recommended that a complete Marine medium helicopter 

squadron be deployed instead and that it replace the Army 

helicopter company in Da Nang. This would assign a Marine 

helicopter squadron to South Vietnam’s northernmost tactical zone (I Corps)—where the Marines believed they would 

be assigned if they were sent to South Vietnam in organized 

combat units. Further, it would free the Army company to 

deploy to the Mekong Delta area and support ARVN operations there in concert with the other currently assigned Army 

helicopter companies. 

 Admiral Felt forwarded this proposal to the affected 

commands for their comments. General Harkins, commander USMACV, concurred but proposed that the Marine 

helicopter squadron initially be assigned to Soc Trang in the 

Mekong Delta. In his view, the Marine squadron could trade 

places with the Army helicopter company at Da Nang at a 

future date. Admiral Felt and General Harkins jointly forwarded this recommendation to the JCS, who approved it on 

16 March 1962. Admiral Felt immediately ordered a Marine 

helicopter squadron be deployed to South Vietnam, with an 

arrival date of 15 April.

On 22 March, Major General John P. Condon, commanding general, 1st MAW, was directed to designate a Marine 

medium helicopter squadron from his command for duty in 

South Vietnam. At the time, General Condon was at his field 

headquarters on the Philippine island of Mindoro, where he 

was participating in Operation Tulungen, a major SEATO 

training exercise. The unit to be assigned—Marine Medium 

Helicopter Squadron 362 (HMM-362)—was also deployed 

on Operation Tulungen as were most of the senior 1st MAW 

staff officers who would develop the plans and recommend 

the size and structure of the unit to be deployed. The deployment was given the code name “Shufly.” Operation Tulungan was scheduled to run for approximately one more week, 

which would give HMM-362 just two weeks to make the 15 

April scheduled arrival time in South Vietnam. 

General Condon took full advantage of the operation’s 

remaining few days, including the fact that he had all of his 

senior planners and the designated squadron at hand. As 

noted by Lieutenant Colonel Archie J. Clapp, the commanding officer of HMM-362, “Planning was accomplished at his 

[Condon’s] command post on Mindoro, where all essential 

details were nailed down in a few days, with no appreciable 

disruption to Tulungen.”

Deployment 

Shufly was activated on 4 April 1962, only 11 days before 

the scheduled arrival of HMM-362 in South Vietnam. Prior 

to its activation, General Condon had proposed command 

relationships and a command structure that organized the 

Marine aviation unit into three separate elements. The entire 

organization would be under the operational command of 

USMACV’s commander, with the commanding general of 

1st MAW retaining administrative control. Designated Task 

Unit 79.3.5, the headquarters (Task Element [TE] 79.3.5.0) 

comprised a task unit commander plus seven other officers 

and six enlisted Marines. The first commander of the task unit, 

Colonel John F. Carey, was a Marine aviator who had earned 

the Navy Cross for heroism during the Battle of Midway. 

The second element of the task unit was the helicopter 

squadron, HMM-362 (Reinforced) (TE 79.3.5.1), under 

the command of Colonel Clapp. Clapp had enlisted in the 

Marine Corps in 1940 and been commissioned in 1943. As 

an aviator, he had distinguished himself in the final months 

of World War II and during the Korean War.

In addition to its normal complement of 63 officers and 

196 enlisted Marines, HMM-362 was augmented with 50 

additional maintenance personnel. Its complement of aircraft included 24 Sikorsky UH-34D helicopters, which could 

carry between 11 and 12 combat-loaded troops when flying 

under normal conditions and close to sea level. (In 1962, 

the HUS-1 Seahorse was redesignated as the UH-34 Seahorse.) In addition, the squadron was assigned three Cessna 

OE-1 Bird Dogs—a single-engine observation aircraft—

and one Douglas R4D transport for personnel, supplies, and 

equipment. 

The third element was a subunit of MABS-16 (TE 

79.3.5.2), commanded by Lieutenant Colonel William W. 

Eldridge. Included with the subunit’s 18 officers and 193 

enlisted Marines were a Navy chaplain and Navy medical and 

dental personnel. It was further augmented with a TAFDS 

and a Marine airfield traffic control unit. Organic to the 

control unit were tactical air navigation and ground control 

approach systems. These systems enabled the squadron’s helicopters to make landings during periods of reduced visibility.
The Path To War | 35

Lieutenant Colonel Archie J. 

Clapp commanded the first 

Marine Corps tactical unit—

HMM-362—to serve in combat in the 

Vietnam War.

Born in Glenwood, North Carolina, on 30 August 1921, Clapp spent 

his childhood years in Miami, Florida, 

where he attended grammar and high 

school. He later earned a bachelor of science degree at the University of Maryland. He enlisted in the Marine Corps 

in 1940 and, following boot camp, was 

assigned to an aviation billet at Quantico, Virginia.

Clapp attended flight training 

at Pensacola, Florida, as an enlisted 

Marine. Upon graduation in July 1943, 

he was designated a naval aviator and 

commissioned a second lieutenant. He 

received operational flight training at 

Naval Air Station Jacksonville, Florida, 

before assignment to Marine Fighter 

Squadron 123 at Santa Barbara, California. In early 1945 he was transferred 

to the Pacific Theater.

While in the Pacific, Clapp served as 

an F4U Corsair pilot on board the USS 

Bennington (CV 20) and flew in the Iwo 

Jima and Okinawa campaigns. He was 

among the first carrier-based pilots to 

fly combat missions against the Japanese 

homeland. During his tour, he was credited with shooting down three enemy 

aircraft. Ordered home at the conclusion of the war, Clapp served in several 

stateside squadrons and attended various military schools. In March 1951, he 

joined Marine Experimental Squadron 

1 at Quantico where he became proficient in helicopters.

Ordered to Korea in November 

1952, Clapp split his tour, initially 

flying helicopters with Marine Transport Helicopter Squadron 161 and then 

flying as an attack pilot with Marine 

Composite Squadron 1. In June 1953 he 

was assigned as the commanding officer, 

Headquarters Squadron 37, 3d Marine 

Aircraft Wing, Miami, Florida. A tour 

as the helicopter operations officer at 

the Marine Corps Development Center, 

Quantico, followed. From 1956 to 1959, 

Clapp served at Headquarters Marine 

Corps as the assistant secretary of the 

General Staff.

His headquarters tour was followed 

by assignment to MCAS, Santa Ana, 

California. While there, he was advanced 

to lieutenant colonel and assumed command of HMM-362. He deployed the 

squadron in July 1961, first to Okinawa 

and then to the USS Princeton (LPH 5) 

as the air element of the Seventh Fleet’s 

amphibious ready group. In April 1962, 

he again deployed the squadron, this 

time to Soc Trang, South Vietnam, to 

command the first Marine Corps tactical unit to serve in combat against Viet 

Cong and North Vietnamese forces. 

Upon returning to the United States, 

Colonel Clapp was assigned as the executive officer of the Marine Air Reserve 

Training Detachment, Naval Air Station 

Minneapolis, Minnesota. Attendance at 

the Army War College followed. In July 

1965, he was assigned as the assistant 

head of the Military Personnel Procurement Branch at Headquarters Marine 

Corps. The following year, Clapp was 

assigned to the Joint Staff where he 

served as a member of the J-5 (Strategic Plans and Policy Directorate) until 

he retired.

Lieutenant Colonel Archie J. Clapp

Official U.S. Marine Corps photo
36 | Marines in the Vietnam War Commemorative Series 

From his headquarters at MCAF Iwakuni, Japan, Colonel Carey and his task group staff coordinated planning for 

the deployment with subordinate units that were located at 

Naval Air Station Atsugi, Japan, several hundred miles to 

the north, and at MCAF Futema, Okinawa, over a thousand miles to the south. In coordination with Marine Aerial 

Refueler Transport Squadron 152 (VMGR-152), Colonel 

Carey’s staff quickly worked out the details of the airlift for 

the MABS-16 subunit and his task unit headquarters. The 

Navy carrier task unit, also activated on 4 April, included the 

amphibious assault ship (helicopter carrier) USS Princeton

(LPH 5) and escort destroyers. It had the responsibility for 

transporting the HMM-362 helicopters to the waters off the 

coast of South Vietnam. 

The airlift portion of the movement began on 9 April. The 

destination for Colonel Carey’s task unit was an old, 3,000-

foot Japanese-built runway near the small town of Soc Trang 

in Ba Xuyen Province. Just 20 miles from the coast and 85 

miles southwest of Saigon, the airstrip was one of the few 

hard-surface runways in the southern region. The Marine 

helicopters would operate from this location until they were 

ordered north to Da Nang. At 0800 on 9 April 1962, Colonel 

Carey and some of his staff landed at Soc Trang on board 

an R4D. General Condon, the 1st MAW commander, flew 

the first Lockheed GV-1 Hercules tanker (redesignated as 

KC-130 in 1962) into Soc Trang. General Hawkins and 

Brigadier General Le Van Nghiem, the Vietnamese III 

Corps commander, were there to greet Colonel Carey and 

the Marines. 

Colonel Eldridge’s MABS-16 subunit Marines, who 

had also been flown in, began readying the airfield for the 

squadron’s arrival, only six days away. Seventy-five strongback tents, all with plywood decks, were raised, and a water 

purification unit was set up. A field laundry and mess hall 

were established, and by 12 April the Marines were enjoying 

hot meals. The post office became operational and telephones 

were installed, connecting the billeting and working areas. 

An old Japanese hangar was rehabilitated to house some of 

the squadron’s aircraft and equipment. The communications 

section became operational with USMACV in Saigon and 

MAG-16 on Okinawa. The TAFDS was assembled and filled 

with aviation fuel and MATCU-68 was prepared to conduct 

flight operations.

While HMM-362 was participating in Operation Tulungan, Colonel Clapp was informed that his squadron would be 

ordered to South Vietnam in support of Shufly. Because the 

planned deployment was classified, he could not immediately 

share the information with the members of his squadron. 

When Operation Tulungan ended on 1 April 1962, only two 

weeks remained before HMM-362 was required to arrive 

at Soc Trang. The squadron loaded on board the Princeton

for its return to Okinawa. To provide the squadron with aircraft that had the greatest operating times before required 

overhauls, the Princeton stopped briefly at Subic Bay in the 

Philippines to exchange some of HMM-362’s aircraft for a 

like number of helicopters from its sister squadron. With that 

accomplished, the Princeton steamed to Okinawa to pick up 

the remainder of the squadron’s personnel and equipment.

On 10 April, with HMM-362 and its reinforcements 

aboard, the Princeton departed Buckner Bay, Okinawa, for 

the coast of South Vietnam. The task group (the Princeton

was one ship in Amphibious Ready Group Task Group 76.5) 

arrived early on the morning of 15 April, and Colonel Clapp 

led the first flight of helicopters to the airfield at Soc Trang. 

The operation went smoothly, and by midafternoon the airlift 

of all of HMM-362’s helicopters, personnel, and equipment 

had been completed. Helicopters from HMM-261 that had 

assisted in the lift returned to the Princeton to continue duties 

as the helicopter element of the amphibious ready group. On 

16 April 1962, HMM-362, nicknamed “Archie’s Angels,” 

was prepared to support ARVN and VNMC operations in 

South Vietnam’s III Corps.

The deployment of a Marine helicopter squadron to South 

Vietnam garnered a considerable amount of attention from 

the U.S. press, which took the occasion not only to report 

on the addition of U.S. military support to South Vietnam, 

but also to speculate on its long-term implications. Some 

reporting accurately portrayed events, while other accounts 

were wide of the mark. In the latter case, the Washington 

Post reported on 15 April that “the first U.S. Marine Corps 

advisors will arrive in South Viet-Nam Sunday under a U.S. 

aid program, an American military spokesman said today.” 

In fact, HMM-362 had not deployed to South Vietnam in 

an advisory role. Furthermore, Marines had been serving in 

advisory capacities in South Vietnam since February 1955. 

In a more accurate identification of the Marine squadron’s 
The Path To War | 37

role, the New York Times reported in articles on 16 and 17 

April 1962 that a Marine helicopter unit had arrived in South 

Vietnam and would be located near the Ba Xuyen provincial 

capital of Soc Trang, approximately 100 miles southwest of 

Saigon. Also correctly noted was the unit’s primary mission: 

“to airlift Vietnamese combat troops into areas occupied by 

Vietcong guerrillas.” In a broader assessment offered five days 

later, a New York Times reporter stated that the U.S. role in 

South Vietnam had “become of decisive importance” and 

that “the United States has shouldered a sweeping commitment, the future scope, hazards and duration of which are 

highly uncertain.” It concluded, presciently, by noting that the 

United States alone would not be able to dictate the final outcome of the conflict: “The main burden of the conflict must 

fall on the South Vietnamese; if they slacken and divide, if the 

Ngo Dinh Diem regime proves unable to maintain unity and 

morale, the best United States efforts could prove unavailing.”

Combat Operations

In the days immediately following its arrival, the squadron 

received no missions. The pilots therefore began flying to 

familiarize themselves with their new surroundings. They 

discovered that their area of operations was very large, stretching from north and east of Saigon to the southernmost tip of 

the country, the Ca Mau Peninsula. On the east, it was bordered by the South China Sea and on the west by Cambodia. 

The countryside was laced with thousands of canals and trails, 

and numerous hamlets—most enclosed by hedgerows or tree 

lines—dotted the landscape. Characteristic of the dry season, 

the rice paddies were dusty, brown, and dry; the monsoon 

rains would change that in the months ahead. Along the coast 

and flanking the larger rivers, the pilots saw verdant mangrove swamps. They also flew over III Corps’ major towns: 

Soc Trang, My Tho, and Can Tho. These towns, the pilots 

learned, were under the control of the national government; 

the loyalties of the villages and hamlets were often in doubt. 

HMM-362’s first combat mission came on Easter Sunday, 

22 April 1962, when it supported the U.S. Army’s 57th Helicopter Company in a movement of elements of the ARVN’s 

7th Division. After flying the 50-plus miles northeast from 

Soc Trang to My Tho, the pilots flew a total of 29 sorties, 

lifting 400 Vietnamese soldiers without incident. Later that 

same day, the squadron was called upon to evacuate an American advisor from Vinh Long, an outpost located some 46 

Defense Department (Marine Corps) A420824 

U.S. Marine officers gather around the village priest in the fortified village of Rach Trang in the the River Bassac Fleuve estuary. 

From left: LtCol Robert L. Rathbun, commanding officer of HMM-163; Father Phuoc; LtCol Archie J. Clapp, commanding officer 

of HMM-362; Col Julius W. Ireland, commander Task Force 79.3.5; MajGen Richard G. Weede, chief of staff, USMACV; and 

French interpreter Gilles H. Rocheleau. General Weede presented the village with a bull on 24 July 1962.
KILOMETERS

MILES

0

0

50

50 100

100 150

N

Ca Mau Peninsula

Cape St. Jacques

SOUTH

 CHINA

 SEA

CAMBODIA

III II XXX

Mekong River

Mekong River

LOC NINH

BIEN HOA

CHAU PHU

LONG XUYEN

CAN THO

SOC TRANG

CA MAU

SA

 DEC

VINH

 LONG

MY THO

GO 

CONG

VUNG

 TAU

SAIGON

NATIONAL CAPITAL

XXX CORPS ZONE BOUNDARY

III Corps Tactical Zone 1962
The Path To War | 39

miles north of Soc Trang. On 23 April, HMM-362 conducted its first operation in support of the Vietnamese marines. 

The squadron airlifted a VNMC company into a threatened 

government outpost south of the town of Ca Mau, near the 

southern tip of the country. While the Vietnamese marines 

provided security, HMM-362 evacuated the 57-man garrison.

The squadron was in action again on 24 April and suffered its first combat damage. Flying in support of Operation 

Nightingale near the town of Can Tho, HMM-362 lifted 

591 troops of the 21st ARVN Division into eight landing 

zones along two canals where a large concentration of Viet 

Cong had been spotted. In the intense firefight that ensued, 

one helicopter was forced to land after enemy small-arms fire 

punctured an oil line. The crew was quickly recovered, and 

ARVN forces surrounded the downed aircraft. A repair crew 

was flown in, and the downed helicopter was repaired in two 

hours. Overall, the operation was deemed a success. The Viet 

Cong lost a reported 70 killed and 3 captured. The ARVN 

division reported that three of its members had been killed 

and six were wounded.

The operational tempo increased and with it the experience 

levels of the pilots and their crew chiefs. Lessons learned were 

quickly incorporated into the squadron’s tactics to improve 

operational efficiency and lessen the danger to the pilots and 

crews, their aircraft, and their passengers. One operational 

hazard the aircrews became acquainted with early in their 

tours was first encountered while landing in unpredictable 

terrain. After landing and shutting down an aircraft on what 

appeared to be hard, dry ground, the pilots soon noticed that 

the aircraft’s landing gear was slowly sinking into the ground. 

Lumber was quickly placed under the helicopter’s axles, and 

while the aircraft continued to sink into the earth, the engine 

was started. The pilots engaged the rotors and were successful in lifting the aircraft into the air. After this incident, the 

squadron’s helicopters always carried short lengths of Marston matting for the crew chiefs to insert under the wheels 

before the aircraft were shut down. 

Loading South Vietnamese soldiers in the early weeks of 

the squadron’s deployment revealed another problem. Their 

short stature made it difficult for them to get into the helicopter’s cabin from solid ground and impossible if they were 

standing in mud. Innovative squadron metalsmiths resolved 

this problem by constructing steps that could be attached to 

the helicopter cabin’s entryway.

Load capacities were also of critical importance to the 

squadron and its pilots. Once established, they varied little 

Sikorsky UH-34Ds of HMM-362, led by LtCol Archie J. Clapp, transport ARVN soldiers in operations against Viet Cong insurgents 

in the Mekong Delta in May 1962.

Photo courtesy of LtCol James P. Kizer 
40 | Marines in the Vietnam War Commemorative Series 

during the initial months of operations. Under normal conditions in the Mekong Delta, which was close to sea level, the 

UH-34D could carry approximately 1,700 pounds in addition to its two pilots and crew chief. Estimating the weight 

of the individual Vietnamese soldier at 150 pounds—55 

pounds less than the estimate for an American soldier—the 

UH-34D could typically transport 11–12 ARVN or VNMC 

troops between the pick up and landing zones. This estimation assumed the full fuel load that was normally carried on 

initial lifts.

An important and potentially life saving lesson was 

learned on 9 May when the squadron supported ARVN 

troops in a helicopter assault on the Viet Cong–controlled 

village of Cai Ngai, 21 miles south of Ca Mau. Immediately following Vietnamese Air Force (VNAF) preparatory 

strikes, 22 of HMM-362’s helicopters split into six smaller 

flights and began their approach to the six intended landing zones. Firing broke out before the ARVN soldiers could 

exit the Marine helicopters, resulting in small-arms hits on 

eight aircraft. One South Vietnamese soldier was killed and 

another wounded while still inside the aircraft. One aircraft 

was forced to land a short distance from Cai Ngai. It was 

quickly surrounded by friendly forces, repaired, and returned 

to Soc Trang. From this operation, the Marine pilots learned 

that in the heavily populated delta area the Viet Cong could, 

if forewarned by fixed-wing aircraft preparatory air strikes, 

very quickly converge on suspected landing zones to oppose 

arriving forces. As the element of surprise was compromised 

by these strikes, the Marines decided to forgo them in future 

operations in the flat delta region. 

As the deployment progressed, HMM-362’s missions 

increased both in number and in variety. On 23 May, two 

UH-34Ds performed a night medical evacuation that earned 

the squadron the personal thanks of the 7th ARVN Division commander. At 2000, when the evacuation request was 

received, the pilots faced a ragged 300-foot ceiling with visibility limited by rainfall. Flying from Soc Trang and navigating by dead reckoning, the helicopters found the pickup 

site some 30 miles southwest of Saigon. Guided by a bonfire, 

the Marine helicopters landed in the landing zone and took 

on board two South Vietnamese officers who were suffering 

from severe head wounds. A short while later, the wounded 

officers were delivered to a Saigon hospital. The 7th ARVN 

Division commander said that the HMM-362 pilots had 

performed the first-ever night helicopter evacuation and that 

the effect of the “med-evac” on the morale and fighting spirit 

of his men was immeasurable. 

In response to an increasingly elusive enemy that all too 

frequently was able to successfully flee from attacking ARVN 

soldiers, Colonels Carey and Clapp devised a tactic to prevent 

these escapes from occurring. Code-named “Eagle Flight,” 

the plan called for four additional helicopters, each carrying 

12 ARVN soldiers, to circle adjacent to the operational area. 

When Viet Cong were observed fleeing the area, the South 

Vietnamese soldiers in the Eagle Flight helicopters would be 

landed in a position to block their escape. The concept was 

first tested on 18 June when HMM-362 flew ARVN forces 

into 16 separate landing sites. While monsoon rains made 

finding the enemy difficult, Marine pilots sighted approximately 10 Viet Cong in an area adjacent to the main landing 

site. Eagle Flight forces were called in, and the ARVN soldiers captured 10 enemy combatants and wounded another. 

A few days later, an Eagle Flight made two successful forays 

against the enemy. 

In the first, Marine helicopters landed ARVN soldiers 

who, in short order, killed four Viet Cong and captured a 

fifth. Reboarding the helicopters, the ARVN soldiers were 

quickly ferried to a second site where they took an additional 

four enemy soldiers prisoner. On 10 July, after landing 968 

ARVN soldiers into the Ca Mau area, HMM-362 had three 

opportunities to employ Eagle Flight. While the operation 

was underway, Eagle Flight crews observed a sampan (a flatbottomed wooden boat) moving to the north and away from 

the operating area. They quickly placed ARVN troops ahead 

of the sampan and intercepted it. Later in the day, the flight 

clashed twice with a force that was estimated to be a Viet 

Cong platoon. Although all four Marine helicopters were hit 

by small-arms fire during these engagements, the first resulted in seven enemy killed and several weapons captured, and 

the second resulted in six additional enemy dead and more 

weapons captured. The Marines were learning, and their willingness to innovate and experiment was bringing increased 

successes to their operations. 

In another new dimension to the counterguerrilla capabilities of the Marine helicopter squadron, HMM-362 conducted its first night helicopter assault on 20 July. Launching 
The Path To War | 41

from Soc Trang at 0415, 16 UH-34Ds lifted 494 ARVN soldiers in three waves and landed them in zones on the Plain 

of Reeds about 40 miles southwest of the town of Ben Tre. 

The operations plan called for the ARVN soldiers to encircle 

a suspected Viet Cong village before dawn and then attack 

it at daybreak. HMM-362 completed its part of the mission 

without incident 10 minutes before daylight. Although it was 

a very difficult mission to accomplish, Colonel Clapp attributed his squadron’s success, in part, to the nearly perfect flying 

conditions. The moonlight reflecting from the flat, flooded 

rice paddies aided the Marine pilots in their advance to the 

objective and in identifying their landing zones.

As the squadron continued to execute a full schedule of 

missions throughout the month of July, the time for its relief 

was drawing near. Major General Carson A. Roberts’s staff at 

FMFPac had developed a policy, approved by the CMC, that 

called for the replacement of the in-country squadron after 

a period of approximately four months by a like squadron 

from the 3d MAW in California. Similarly, Marines serving 

with the task unit headquarters and with the MABS-16 subunit were to be replaced by MAG-16 Marines from Futema, 

Okinawa. 

The lead elements of HMM-163, commanded by Lieutenant Colonel Robert L. Rathbun, a veteran fighter pilot 

from WWII and Korea, began arriving at Soc Trang on 23 

July. Airlifted by Marine Hercules aircraft from MCAF Santa 

Ana, California, they were soon followed by the remainder 

of the squadron. HMM-163 brought neither helicopters nor 

maintenance equipment. As had been previously decided, 

the squadron simply “fell in” on the aircraft and maintenance 

facilities being employed by HMM-362. During their last 

week of operations, HMM-362’s veteran crews flew with the 

HMM-163 pilots to orient them to the operational environment. These orientation flights included participation in 

two operational missions. On 27 July, an 18-aircraft mission 

flew an ARVN combat unit to an area about 20 miles northeast of Soc Trang, and on 28 July, 21 HMM-362 helicopters 

supported a 21st ARVN Division operation near Ca Mau. 

During the latter airlift, Eagle Flight was committed four 

times. HMM-163 officially relieved HMM-362 on 1 August 

1962. 

In 107 days of combat support operations, HMM362 had compiled an impressive record. Significantly, the 

squadron had suffered no combat casualties and, although 17 

of its 24 helicopters and 2 of its 3 OE-1 Bird Dogs sustained 

battle damage, no aircraft had been lost. Archie’s Angels had 

executed 50 combat helicopter assaults, flown 4,439 sorties, 

and logged 5,262 hours of combat flight time. 

HMM-362’s departure closely coincided with the departure of some of the senior Marine officers who had served 

during the genesis of Shufly. On 30 July, Colonel Carey was 

relieved as the commander of Task Unit 79.3.5 by Colonel 

Julius W. Ireland, another Marine aviator who had seen service in two wars. He had also previously served in Vietnam. 

In April 1954, as commander of Marine Attack Squadron 

324 (VMA-324), he had flown into Da Nang to deliver 25 

Vought F4U/FG Corsair fighter-bombers to the French who 

badly needed them to support their forces at Dien Bien Phu. 

Lastly, on 4 August 1962, the MABS-16 subunit changed 

hands when Colonel Eldridge was relieved by Lieutenant 

Colonel Ralph R. Davis. The first chapter of Marine helicopter operations in South Vietnam—so well written by this 

original cast—had come to a close. 

HMM-163—known as “Rathbun’s Ridge Runners”—lost 

no time going into action. On 1 August, the day the squadron assumed responsibility for flight operations, it joined the 

Army’s 57th Helicopter Company in a coordinated troop 

lift. A few days later, the squadron participated in a 2,000-

man movement in An Xuyen—South Vietnam’s southernmost province. This started a week-long operation against 

a Viet Cong stronghold in which the squadron conducted 

several additional lifts and resulted in the ARVN reporting 

84 Communists killed and 30 captured, as well as the confiscation of nearly 15,000 pounds of weapons, ammunition, 

and explosives. The operation also resulted in the loss of the 

first Marine UH-34D when a VNAF fighter careened off the 

runway at Soc Trang and crashed into the helicopter, damaging it beyond repair.

In August, the squadron’s aircraft sustained their first 

combat damage. On 18 August, a 14-aircraft flight led by 

Colonel Rathbun arrived at a landing site to pick up a group 

of ARVN soldiers, but there were no ARVN soldiers in the 

zone. A pilot reported seeing a group of ARVN soldiers 

at a site approximately half a mile away, and when a white 

smoke signal appeared in that area, Colonel Rathbun diverted the helicopters to the site. Upon arriving over the zone, 
42 | Marines in the Vietnam War Commemorative Series 

A company-size ARVN force moves away from its 

HMM-362 helicopter transports in an assault on Viet 

Cong positions in the Mekong Delta in July 1962.

Defense Department (Marine Corps) A420849 
The Path To War | 43
44 | Marines in the Vietnam War Commemorative Series 

the helicopters were greeted by an intense volume of enemy 

small-arms fire. The squadron commander’s aircraft was hit 

several times, severing the rudder control and puncturing the 

main rotor transmission. Rathbun made a forced landing on 

a nearby road. Mechanics were quickly flown in, and the helicopter was repaired and returned to Soc Trang. 

To provide protection for the helicopters, particularly 

during the critical landing and takeoff phases of operations, 

the squadron made a significant modification to its aircraft 

in August. It mounted M60 machine guns inside the cargo 

hatches on the starboard side of each helicopter. As the rules 

of engagement at this time clearly stated that U.S. forces 

could only fire in self-defense—defined as having been fired 

upon first—these machine guns could only be employed as 

a defensive measure. Nevertheless, as the helicopters were 

becoming exposed to increasing amounts of accurate enemy 

ground fire, the guns provided a much needed and welcome 

defense and fire suppression capability. 

New Location, New Missions

As previously noted, when the first Marine helicopter squadron was deployed to Soc Trang in the southern region of 

South Vietnam, the USMACV commander had agreed that 

the Marine squadron would subsequently redeploy to Da 

Nang and replace the Army helicopter company there. The 

rationale for this move was twofold. First, the UH-34D’s 

superior lift capability over the Army Piasecki CH-21 Shawnee—a tandem-rotor, “flying banana”—made it better suited 

for operations in the high mountain ranges in the northern 

I Corps area. Second, U.S. and SEATO contingency plans 

called for the Marine Corps to be employed in the northern 

parts of South Vietnam. 

General Hawkins, the USMACV commander, had originally planned to send the Marine helicopter squadron to Da 

Nang on 1 August; however, appeals from the South Vietnamese III Corps commander and his senior U.S. advisor 

to scrap the squadron’s departure altogether caused the general to slide the movement date to 15 September. Now, with 

August rushing to a close and September looming on the 

horizon, it appeared certain that the exchange of helicopter 

units would take place.

The switch was confirmed during the first days of September when General Hawkins directed Colonel Ireland 

to prepare to deploy his helicopter task unit to Da Nang. 

Preparations had been made with the Army’s 93d Helicopter Company at Da Nang to ensure the smooth transition of 

operations from the Army to the Marines. The move began 

on 4 September when Colonel Ireland dispatched an advance 

party of Marines from communications, utilities, fuel, and 

supply sections to make preparations to receive the task unit 

from Soc Trang. 

Concurrently, HMM-163 continued to support a full 

schedule of commitments in the III Corps area. On 5 September, the squadron sustained its first casualty when three 

of its helicopters were hit by enemy small-arms fire and Corporal Billy S. Watson, a crew chief, was wounded. All three 

helicopters returned to Soc Trang safely, and the squadron 

continued to fly combat operations until the afternoon of 13 

September, when support operations were terminated. 

Early on 15 September, Marine Corps Hercules transports, which had arrived from Okinawa the previous day, 

began to carry the task unit’s personnel, equipment, and 

supplies the 450 miles from Soc Trang to Da Nang. On the 

return trip, the transports carried the personnel, equipment, 

and supplies of the Army’s 93d Helicopter Company. By 

day’s end, much of the task unit’s personnel and equipment 

had been moved. Colonel Rathbun’s helicopters, pilots, and 

crews began their displacement on 16 September when 12 

UH-34Ds made the seven-hour flight to Da Nang, stopping 

three times en route to refuel. The following day, while the 

remaining 12 helicopters were inbound, the first 12 UH34Ds were executing operational commitments in support of 

South Vietnam’s I Corps ground forces. 

In I Corps, Shufly Marines would be supporting the 1st 

ARVN Division, with its headquarters at Hue, and the 2d 

ARVN Division, which was located at Da Nang. Major General Tran Van Don commanded both divisions. General Don’s 

forces were occasionally augmented by elements of the 25th 

ARVN Division, which had its headquarters at Kontum in 

northwestern II Corps. Shufly Marines would also be facing 

a larger and more determined enemy force. 

By early fall 1962, Viet Cong forces opposing the South 

Vietnamese and their American allies had grown to formidable strength. In I Corps, their numbers now included “four 

interprovincial battalions (main force), four interprovincial 

companies, five provincial companies, 18 district companies, 
The Path To War | 45

and three district platoons.” The Shufly Marines could count 

on increased opposition and hostile fire as they began their 

support of South Vietnamese forces in I Corps.

On 18 September, the helicopters of HMM-163 were 

back in action. That day, 14 UH-34Ds carried ARVN troops 

of the 2d Division in an uneventful troop lift that saw no 

enemy engagements. The following day, 10 helicopters were 

dispatched to a location 18 miles west of Da Nang to evacuate a threatened Vietnamese army outpost. When the helicopters departed the outpost, they carried everything with 

them that was not nailed down: people, pigs, cows, chickens 

and ducks, food, utensils, and personal belongings. In the 

coming months, as the enemy threat increased in I Corps, the 

frequency of these evacuations increased. On 26 September, 

22 helicopters lifted two companies of Vietnamese Special 

Forces from Da Nang to a site some 45 miles south-southeast 

of the city and 15 miles south-southwest of Tam Ky. Hostile small-arms fire was encountered approaching the small, 

four-helicopter landing zone, resulting in hits to one aircraft. 

Operations continued throughout the day, with a total of 428 

troops lifted. Artillery had been employed in preparing the 

landing site, marking the first time that artillery had been 

used to support a Marine helicopter operation in South 

Vietnam.

On 6 October 1962, the Marine squadron suffered its 

first fatalities when a search-and-rescue helicopter carrying 

maintenance and medical personnel, and accompanying a 

20-aircraft lift in support of 2d ARVN Division forces, 

crashed on a hillside 15 miles southeast of Tam Ky. Troops 

in accompanying helicopters were landed on the top and 

bottom of the hill, and a helicopter from Da Nang was dispatched to the site with medical and evacuation personnel. A 

doctor and a corpsman were lowered by hoist through 50- to 

100-foot-tall trees into the crash site. They found that one 

pilot, the crew chief, five additional members of the task unit, 

and a Navy doctor and a corpsman had been killed. The other 

pilot was seriously injured.

HMM-163’s missions evolved as the tour progressed. The 

Photo courtesy of David H. Hugel 

When a lift involved the permanent move of a Vietnamese unit, the Marine helicopter squadron transported all personal belongings—including live pigs, rice, and produce—of the moving unit. 
46 | Marines in the Vietnam War Commemorative Series 

more mountainous terrain in I Corps, which was markedly 

different from the flatter terrain in III Corps to the south, 

in large measure, dictated how the helicopters could be 

employed. The terrain did not lend itself to the large-scale 

heliborne assaults that had been employed successfully in the 

delta. Further, the ARVN’s mission in I Corps was different. 

The region served mostly as a link—a transit area—in the 

Viet Cong supply chain from the north and west to the south. 

To monitor and interdict these supply routes, the South Vietnamese military had established remote outposts in I Corps’ 

mountainous, jungle-covered terrain. As a result, resupply, 

ARVN unit displacements, administrative movements, and 

logistic support soon were taking up more flight hours than 

those for combat-support troop lifts. Supporting these outposts required the Marine helicopter crews to fly routes that 

were channeled by the terrain and to land in zones that were 

small and frequently surrounded by dense jungle vegetation. 

To adapt to this new environment, the squadron modified 

its flying techniques and took steps to improve the safety of 

its aircraft, crews, and passengers. With the terrain dictating 

the tactics used to approach and retire from landing zones, 

HMM-163 pilots approached their targets from behind 

masking terrain whenever possible, dropping into their designated zones with as much surprise as they could achieve. 

Subsequent runs into the same landing zone were made from 

alternate routes. Landing zones in close proximity to each 

other were approached simultaneously from opposite directions. While these tactics complicated the ability of escort 

aircraft to provide support, they enhanced the safety of the 

squadron’s aircraft and crews. 

In this new and more demanding environment, the 

selection and reconnaissance of landing sites took on new 

importance. Photographic reconnaissance of landing zones 

was begun, and the use of pathfinder or paratroop personnel to clear single landing zones was studied. As landing 

zones were usually small, the 300-meter distance between 

helicopter landing sites and trees—a flight policy enforced 

in the delta—was substantially reduced. Particular vigilance 

was required on the part of the pilots to recognize landing 

zones in which the Viet Cong had implanted wooden stakes 

to impale a helicopter as it landed. In instances where landing 

between the stakes was not possible, alternate landing zones 

were required.

Improved rescue techniques were developed, and a step 

beneath the door opening on the side of the helicopter 

allowed the hoist to be used at all times on all aircraft. Emergency rescue kits were devised. Marine pilots made nearly 

vertical descents into the landing zones and used evasive 

maneuvers, including maximum performance ascents during 

departure. They learned and adjusted to the reality that lifts 

at higher altitudes would accommodate only 6–9 ARVN soldiers, not the 11–12 soldiers per aircraft that had been lifted 

in the Mekong Delta. 

Armor plating—recommended as the result of a study 

conducted while operating in the delta—was installed on 

all helicopters. It was attached beneath the clamshell engine 

compartment to provide protection to the vulnerable oil cooling systems. Installation of this armor plating meant that one 

fewer South Vietnamese soldier could be carried in each lift, 

but it was deemed a price well worth paying for the improved 

survivability.

Artillery and air strikes were often employed to prepare the 

landing zones, although in a postdeployment letter Colonel 

Rathbun reported that “I am not convinced of the effectiveness of saturation patterns by artillery or air strikes in jungle 

or heavily wooded areas.” Air strikes were also employed to 

good advantage during landing operations. North American T-28 Trojans, Douglas AD-6 Skyraiders, and Douglas 

B-26 Invaders were frequently available. Ordnance loads 

varied by aircraft. AD-6 aircraft arrived on station with up 

to eight 500-pound general-purpose bombs, four 100-pound 

general-purpose bombs, and four .50-caliber machine guns. 

The T-28s carried a mix of 2.75-inch rockets, machine guns, 

and fragmentation bombs. A rapid response to support 

requests was ensured by stationing T-28s in racetrack patterns above both sides of inbound and landing helicopters. In 

one instance cited by Colonel Rathbun, T-28s flown by U.S. 

Air Force pilots with Vietnamese in the back seat were able to 

deliver .50-caliber machine-gun and rocket fire on insurgents 

firing on the Marine helicopters within 30 seconds of receiving the request.

The new year marked the end of HMM-163’s deployment, and on 12 January 1963 Lieutenant Colonel Reinhardt 

Leu, commanding Marine Medium Helicopter Squadron 

162 (HMM-162), relieved Colonel Rathbun. During its 

163 days deployed to South Vietnam (the tour for helicopter 
The Path To War | 47

squadrons had been lengthened from four to six months on 

the recommendation of Colonel Ireland), Rathbun’s Ridge 

Runners had flown 15,200 sorties and 10,869 hours. In 

August 1962, HMM-163 had flown 2,543 hours—a record 

month. The squadron had lifted 25,216 combat assault troops 

and 59,024 other passengers, carried 2,228,776 pounds of 

cargo, and made 535 medical evacuations. Squadron aircraft 

had been hit by enemy fire 32 times. Although Colonel Rathbun would report that “the weather has been our nemesis 

during the past four months,” his squadron had achieved a 

very impressive record of accomplishments.

In August 1963, as their Far East deployment was nearing its end, 44 of HMM-163’s enlisted Marines learned that 

their service in South Vietnam had qualified them to receive 

and wear the combat aircrew insignia. When word of this 

was received, the squadron’s officers elected to purchase the 

insignia for their crews and personally pin them on. In a late 

August ceremony at MCAF Futema, Okinawa, these 44 

Marines—who ranged in grade from lance corporal to master 

sergeant—were awarded their insignias.

Laotian Crisis: May–August 1962

While U.S. combat support operations in South Vietnam 

were receiving the lion’s share of the attention, the shadowy 

conflict in Laos was continuing unabated. As 1961 drew to a 

close, the fighting intensified between the royal Laotian forces 

and the Communist Pathet Lao. The pro-Western forces 

under the command of General Phoumi Nosavan were faring 

poorly against the Pathet Lao fighters, who were receiving 

support from the NVA, the Soviets, and the Chinese. 

The continuing conflict in Laos had its genesis partly in 

North Vietnam’s efforts—which violated the 1954 Geneva 

Agreement—to extend its control over the RVN. To further 

those efforts, it made incursions into Laos, and in the late 

1950s it had begun providing military aid and training support to the Pathet Lao army of leftist Prince Souphanauvong. 

The Soviet Union had also begun to provide support. The 

United States’ response to these activities was to initiate a 

military assistance program for the anti-Communist government of Prince Boun Oum. This assistance did little to blunt 

the Pathet Lao’s advances.

As noted previously, Pathet Lao forces seized two Laotian 

provinces in the country’s northeast in early 1960. Augmented 

by NVA forces, they were poised to continue their aggression 

further to the west, which would place the administrative 

capital of Vientiane and the royal capital of Luang Prabang 

at risk. In early 1961, the Pathet Lao and NVA attacked the 

strategically located Plain of Jars. By March, the Pathet Lao 

held the plain and with it the town of Xiengkhouang and 

its airport. President Kennedy ordered CinCPac to send U.S. 

military units to Thailand to support Air America pilots who 

were flying in support of the pro-Western Laotian government. Concurrently, the Kennedy administration employed 

diplomatic channels to secure Soviet assistance in arranging 

a cease-fire. The situation cooled somewhat when 14 nations 

agreed to reconvene the conference at Geneva to consider the 

neutralization of the Kingdom of Laos. 

The Geneva Conference, which included the United 

States, the Soviet Union, Communist China, and North 

Vietnam, opened on 16 May 1961. The opening of the conference and the cease-fire returned the façade of stability to 

Laos. However, the conference moved at an agonizingly slow 

pace, and while it did allow the United States some temporary breathing room—the Kennedy administration ended the 

alert of its forces in the Pacific—it did not bring peace to the 

Kingdom of Laos. In fact, violations of the cease-fire began as 

soon as it was announced and continued through the end of 

1961 and into 1962. The Pathet Lao and the North Vietnamese, with the support of the Soviet Union and Communist 

China, continued to make gains on the ground that would 

enhance their bargaining position—and the final outcome—

at the Geneva Conference. When the conferees signed the 

Declaration of Neutrality of Laos in Geneva on 23 July 1962, 

the Kingdom of Laos was no closer to peace or neutrality 

than it was before the conference.

During the first months of 1962, heavy fighting resumed 

in Laos. Backed by the forces of their North Vietnamese 

ally, the Pathet Lao routed General Phouma’s major government units from Nam Tha, a town on the eastern bank of 

the Mekong River in northwestern Laos. Phouma’s forces 

retreated to the southwest in disarray, crossing the Mekong 

River into Thailand with the Pathet Lao and North Vietnamese forces seemingly poised to continue their pursuit. With 

the territorial integrity of Thailand (a SEATO member) 

threatened and America’s efforts at Geneva enjoying scant 

success, the Kennedy administration decided it was time to 
48 | Marines in the Vietnam War Commemorative Series 

make a strong response: American forces would return to 

Thailand in much larger numbers than before. 

Forces Assemble and Deploy

In response to the deteriorating situation in Laos, President 

Kennedy ordered U.S. forces deployed to Thailand. Admiral 

Felt activated a task force headquarters—Joint Task Force 

116 ( JTF 116)—and assigned Major General John Condon, 

commanding general of 1st MAW, as its commander. JTF 

116 consisted primarily of Marine air and ground units, with 

the Army and Air Force fleshing out the remainder of the 

force. Now, in the face of a once again deteriorating situation 

in Southeast Asia, the JCS directed Admiral Felt to upgrade 

the readiness posture of JTF 116 and prepare it for deployment. In concurrent actions, Admiral Felt replaced General 

Condon, installing Lieutenant General John L. Richardson, 

USA, then serving as deputy commander in chief of U.S. 

Army Forces Pacific, as commander, Joint Task Force 116 

(CJTF 116). The president then directed Richardson to execute CinCPac operation plan 32-59 (OPLAN 32-59) Phase 

II (Laos). Admiral Felt further directed the general “to act in 

such a way that would leave no doubt as to American intentions to defend Thailand.” Further, Richardson was to position his forces so that they could respond to any Communist 

military threat to Thailand. It was expected that the execution 

of these orders would diminish the ongoing warfare in Laos.

OPLAN 32-59 called for a Marine expeditionary brigade to deploy to an airfield and cantonment in the vicinity of Udorn, Thailand, a provincial capital located 350 miles 

northeast of Bangkok. Plans called for the MEB to consist of 

a regimental landing team of three infantry battalions with 

attachments, a provisional air group consisting of a Marine 

Defense Department (Marine Corps) 62-3551 

BLT 3/9 Marines, newly arrived from Okinawa, stage on the dock at Klong Toey, Bangkok, after disembarking from amphibious 

ships. The USS Navarro (APA 215), USS Point Defiance (LSD 31), and the USS Valley Forge (LPH 8) transported the team from 

Okinawa to Thailand. 
The Path To War | 49

jet attack squadron, a Marine helicopter transport squadron 

and attachments, and various supporting units. To lead this 

organization, Brigadier General Ormond R. Simpson, the 

assistant division commander of 3d MarDiv, was designated 

as Naval Component Commander 116/Commanding General, 3d MEB. In 1985, then-Lieutenant General Simpson 

remarked, “There’s not a T/O for a brigade, it can be whatever 

you decide it to be. . . . Had we taken in what we originally 

planned to do, it would have numbered over 7,000.”

General Simpson’s organization never grew to full brigade size. As the operation plan was being executed and the 

MEB was in the process of deploying and establishing itself 

in Thailand, the crisis in Laos began to show signs of abating. 

In light of this, the decision was made to provide the MEB 

with only the single infantry battalion that had already been 

assigned, to shrink the size of the air group, and to furnish 

only some of the combat support elements provided for in the 

T/O of the CJTF 116 Operation Plan. As Simpson recalled, 

“Negotiations were such that they put a clamp on the number 

of U.S. forces in there, so by that time I had 3,500 and never 

got any more than 3,500. It was a sort of lopsided outfit, but 

it was pretty well organized. We had a full battalion landing 

team, we had a Marine helicopter squadron of 20 aircraft, we 

had 18 A4s [Douglas A4 Skyhawks]. We did not have, as it 

turned out, enough engineering support to do what we had to 

do.” In light of its diminished size, the expeditionary brigade 

was redesignated a Marine expeditionary unit. 

On 10 May 1962, CinCPac placed forces designated for 

JTF 116 in Defense Condition 3 and directed that they be 

deployed to advance locations to increase the JTF’s readiness 

posture. The forces to be assigned included a brigade headquarters, a headquarters company with a communications 

detachment, a battalion landing team, a provisional Marine 

aircraft group, and a logistics support group. The actual units 

assigned were scattered over the Western Pacific and would 

have to be quickly brought together in Thailand to form a 

cohesive, combat-ready fighting force. The infantry battalion, 

Battalion Landing Team 3/9 (BLT 3/9), and the Marine helicopter squadron, Marine Medium Helicopter Squadron 261 

(HMM-261), were afloat in the Gulf of Thailand undergoing 

training as part of the U.S. Seventh Fleet’s Special Landing 

Force. Marine Attack Squadron 332 (VMA-332) was located at MCAF Iwakuni, Japan. These units were directed to 

begin movement to Udorn. The logistics support group and 

the additional elements of the provisional Marine aircraft 

group would be assembled from units and unit detachments 

in Japan and on Okinawa and then sent to Thailand.

On 14 May, the 20 A4D-2N Skyhawks of VMA-332, 

commanded by Lieutenant Colonel Harvey M. Patton, 

departed MCAF Iwakuni for Naval Air Station Cubi Point 

in the Philippines. After a stop to refuel at Naha, Okinawa, 

all planes arrived at Cubi Point later the same day. At 0700 

on 16 May, the squadron departed the Philippines for Udorn, 

Thailand. With an in-flight refueling by Hercules tankers approximately 100 miles west of Cubi Point, all aircraft 

completed the 1,070–nautical mile flight and landed safely at 

Udorn by 1200 the same day. Because no arrangements had 

been made for their arrival, Air America personnel assisted 

the pilots in erecting tents on frames that had been constructed by MABS-16 Marines the previous year. The Joint U.S. 

Military Advisory Group detachment and the Royal Thai 

Army provided assistance with transportation. Support elements from MABS-12, MATCU-66, Marine Air Control 

Squadron 4 (MACS-4), and HMM-261 began arriving from 

Marines move out after disembarking from their amphibious 

transports. Royal Thai Army vehicles carried the Marines from 

the harbor to Bangkok’s Don Muang Airport where they were 

flown to Udorn in northeast Thailand.

Defense Department (Marine Corps) A182785 
50 | Marines in the Vietnam War Commemorative Series 

Iwakuni on 18 May. A total of 30 GV-1s and two C-124s 

were required to complete the lift. Flight operations began at 

Udorn on 19 May. 

On 17 May, the USS Navarro (APA 215) and the USS 

Point Defiance (LSD 31) arrived pier side at Bangkok harbor 

and at 0800 began off-loading BLT 3/9. The latter ship carried 

the bulk of Lieutenant Colonel Harold W. Adams’s 1,500-

man BLT 3/9. As BLT 3/9’s Marines, sailors, equipment, and 

supplies were off-loaded, they were transported by Thai trucks 

to Bangkok’s Don Muang Airport and then airlifted by U.S. 

Air Force C-130 and C-124 transport aircraft directly to 

Udorn. The movement, which began at approximately 1200 

on 17 May, was completed by 1600 on 20 May, employing 

84 C-130 and C-124 transport flights. Class I supplies (subsistence), Class II supplies (clothing, individual equipment, 

tools, weapons), a 5-day supply of Class III supplies (petroleum, oils, and lubricants), a contingency package of Class IV 

supplies (construction materials), a 3-day supply of Class V 

supplies (ammunition), and Class VI supplies (major items 

including vehicles) were also moved by air. The remainder, 

which included all remaining Class II, IV, and V supplies and 

train guards, was moved by rail. 

The shallow harbor required the USS Valley Forge (LPH 

8) to anchor in the stream. Soon thereafter, the first wave 

of HMM-261’s UH-34D helicopters departed the ship and 

began arriving at Don Muang at approximately 0530. They 

carried approximately 400 members of BLT 3/9, plus their 

own personnel and selected equipment. Off-loading of the 

major portions of the combat elements was completed by 

1700. HMM-261 flew its 18 UH-34Ds from Don Muang 

Airport to Korat, where they refueled before continuing on 

to Udorn. The squadron was operationally ready on 19 May.

The 3d Marine Expeditionary Unit (3d MEU) headquarters, initially consisting of 25 officers and 72 enlisted 

personnel, was airlifted from Okinawa to Udorn on 19 May. 

Accompanied by a detachment of the 1st Communication 

Defense Department (Marine Corps) A182833 

Marines erect a sign on 20 May 1962 to identify their headquarters near the airfield at Udorn, Thailand. U.S.-Thai negotiations early in the deployment so limited the number of Marines that would be allowed to enter Thailand that the sign had to be 

changed from the 3d MEB to the 3d MEU
The Path To War | 51

Company (Provisional), the headquarters element flew directly to Udorn, stopping only at Clark Air Base in the Philippines to refuel. The command element arrived the same day, 

and, on 20 May, General Simpson took command of all U.S. 

Marine and Navy units at Udorn. The 3d MEU air-ground 

team had been officially established. 

 On 19 May, Marine Hercules refueler-transports began 

airlifting aviation support elements from Okinawa to Udorn. 

These included detachments from MACSs-2 and -4, MABS12, and a provisional Marine aircraft group (Prov MAG) 

headquarters. Upon landing, Colonel Ross S. Mickey, the Prov 

MAG commanding officer, established his headquarters at 

the airfield and assumed operational command of all Marine 

aviation elements. Two tank landing ships (LSTs) brought 

the remainder of the Prov MAG to Thailand. The USS Vernon 

County (LST 1161) began loading at Okinawa on 21 May 

and sailed the following day. The USS Windham County (LST 

1170) commenced loading on 28 May and sailed on 30 May. 

In addition to carrying the major elements of MACS-4 and 

MABS-12, the Windham County also carried approximately 

625 tons of ammunition. The Vernon County arrived pier side 

in Bangkok harbor on 2 June and was followed six days later 

by the Windham County. Off-loading began immediately, and 

the Prov MAG’s equipment and supplies were transferred to 

awaiting trains. The first rail shipment of 20 cars arrived at 

Udorn on 11 June and was followed by 20- and 14-car trains 

that arrived on 12 and 13 June, respectively. 

Planning for the logistics support group had been initiated concurrently with the activation of the expeditionary unit’s 

headquarters, and an advance party of the logistics support 

group had deployed to Udorn with the 3d MEU headquarters. The remainder of the group included Lieutenant Colonel Robert S. Hudson, its commanding officer; 23 officers; 

and 487 enlisted Marines who were organized into a motor 

transport detachment, a medical detachment, a supply unit, 

and an engineer detachment. On 1 June, the logistics support 

Defense Department (Marine Corps) A182977 

The billeting and work spaces for the 3d MEU headquarters element were located near Udorn’s 6,000-foot-long, 150-foot-wide, 

hard-surface airfield. 
52 | Marines in the Vietnam War Commemorative Series 

Defense Department (Marine Corps) A182851 

The construction of above-ground platforms became the main priority as Marines raced to have their camp built before the 

monsoon rains arrived in late June. Once the platforms were completed, the Marines constructed frames to support their general 

purpose tents.

Defense Department (Marine Corps) A182910 

In this small section of the 3d MEU’s cantonment at Udorn, Thailand, the general purpose tents were spread across a wooden 

frame and then anchored securely to the wooden deck. The frame provided stability for the tents against the monsoon winds.
The Path To War | 53

group began staging its equipment at Naha, Okinawa’s major 

port, and it began loading the three awaiting Navy ships—the 

USS Whitfield County (LST 1169), USS Washtenaw County

(LST 1166), and USS Mathews (AKA 96)—the following 

day. Once loaded, all ships sailed south, arriving at Bangkok 

by 10 June. Unloading began on 12 June and was completed in three days. The logistics support group’s 120 pieces of 

equipment and 235 tons of supplies moved from Bangkok 

to Udorn by rail. Its Marines flew with the last contingent, 

boarding aircraft from Don Muang Airport at 1400 on 16 

June and arriving at Udorn two hours later. The deployment 

to Thailand required approximately 9 ships, 310 airlifts, and 

270 rail cars.

Camp Locations and Construction

Early in the deployment, the command decided that two 

camps would be required. The 3d MEU’s headquarters, air 

elements, and logistics support group would be billeted and 

have their work spaces located adjacent to the Udorn airfield. 

BLT 3/9 would establish a separate camp nearby. Initially, 

both camps would be established on the ground. 

BLT 3/9 established its camp near the town of Nong Ta 

Kai, eight miles south of Udorn, near the railroad and on the 

main supply route. This site, initially thought to be its temporary cantonment, turned out to be the best choice for its 

permanent camp. It was on high ground—above the level 

that water would rise to during the approaching monsoon 

season—and it had good drainage. Only pallets would be 

required for flooring in the tents. It was also reasonably close 

to the airfield and the 3d MEU headquarters. 

Some elements of the Marine expeditionary unit located 

in the vicinity of the Udorn airfield were not so fortunate. 

Information acquired from the previous year (as noted earlier, MABS-16’s cantonment had been adjacent to the airfield during its March–October 1961 deployment to Udorn) 

indicated that the relatively flat area around the airfield would 

be flooded up to a depth of 30 inches during the monsoon 

season. In a May meeting with the provincial governor, General Simpson had been told that he had “40 days to build 

a camp” before the monsoon rains began. To build a camp 

above flood levels would require that all structures—billeting, mess halls, working, and storage—sit on platforms raised 

approximately three feet above the ground. 

Immediately upon arrival, the race began to complete construction of the elevated areas before the onset of the monsoon rains that typically begin in late June. The 3d Platoon, 

Company C, 3d Pioneer Battalion, that was attached to BLT 

3/9, began building the day it arrived. Once its advance elements arrived, Company C, 7th Engineer Battalion, assumed 

overall responsibility for the construction of shelters for billeting, equipment, and supplies. In spite of these efforts, however, it soon became evident that they would be unable to 

complete their tasks in the time available. Without additional 

help, 3d MEU’s cantonments would not be off the ground 

before the monsoons arrived.

To assist in the construction effort, General Simpson 

requested the support of a U.S. Navy Construction Battalion 

(Seabee) detachment. His request was quickly approved and, 

on 27 May, Detachment Zulu, Naval Mobile Construction 

Battalion 10 (NMCB-10), consisting of 2 officers and 69 

enlisted men, was authorized to deploy to Udorn for 60 days 

to support construction efforts. Transported by C-130 aircraft, the detachment arrived at Udorn on 31 May. However, 

the Seabees did not come without a price. To keep within his 

authorized numbers, General Simpson was required to identify a like number of Marines and ship them out of Thailand. 

The Marines departed on the same aircraft that brought the 

Seabees to Udorn.

Detachment Zulu was assigned the task of preparing all 

of the construction materials needed to build the camps. It 

established a sawmill area for receiving and cutting lumber 

and began prefabricating the structures, including the platforms and tent frames. The detachment then developed plans 

for constructing mess halls, equipment platforms, utility platforms, walkways, heads, and other special requirements. As 

the Seabees prepared the materials, the Marine engineers 

built the camps. 

All construction materials were procured locally. Initially, 

the Thai lumberyards were slow to respond to the 3d MEU’s 

requirements. However, seven sawmills—all within 50 miles 

of Udorn—were soon devoting their entire output to the 

construction of the two Marine camps. 

The accomplishments of Company C, 7th Engineer Battalion; Detachment Zulu, NMCB-10; the 3d Platoon, Company C, 3d Pioneer Battalion; and the Marines of MABS-12, 

Sub-Unit One, were nothing short of amazing. Together, 
54 | Marines in the Vietnam War Commemorative Series 

these units constructed 310 platforms that were 16 feet by 32 

feet, 302 platforms that were 96 feet by 108 feet, 5 mess halls, 

7 heads, and several other structures. In addition, they constructed more than a mile of walkways. All of these structures 

were built aboveground and out of reach of the anticipated 

monsoon floods.

Of the myriad tasks calling for Company C, 7th Engineer 

Battalion’s attention, road repair and construction, particularly near the airfield, was an urgent requirement. Even before 

the monsoon season, rain could quickly turn any dirt road 

into a muddy, impassable quagmire. Employing borrowed 

and rented equipment from a civilian construction company 

with contracts in the area—nearly all of the engineer company’s equipment was en route and did not arrive until about 

16 June—the company made road repair and construction a 

priority.

Approximately three miles of roadway were raised and 

surfaced with laterite (low-grade decomposed iron ore plentiful in northeast Thailand), and maintenance—which would 

continue throughout the deployment—was begun on an 

additional eight miles of roads in the vicinity of the airfield. 

An additional three-quarters of a mile of roadway was graded 

and drained in the BLT 3/9 cantonment area. To provide 

access to the ammunition storage site, which was constructed 

10 miles south of BLT 3/9’s cantonment, the engineers raised 

two roads. Each road was approximately 20 feet wide and 

1,000 feet long and surfaced with laterite. In addition, the 

engineers built and installed four large box culverts, a personnel bridge, and a 20-ton wooden vehicular bridge. 

Construction of the ammunition storage area was a major 

project on its own. A two-million-square-foot area was 

cleared of brush and stumps, and six storage pads were raised 

and surfaced with laterite. Wood frame shelters were then 

constructed for each pad and covered with either canvas or 

tin roofing. 

The 3d MEU’s Roles and Missions 

In his special report, General Simpson noted that “the role 

and mission of the 3d Marine Expeditionary Unit in Thailand was unusual in many respects.” The assigned mission was 

to serve as a “show of force” and to be prepared for other 

operations as directed. Simpson viewed the unit’s mission in 

somewhat different terms. He saw the Marine deployment to 

Thailand as both the application of an “Instrument of Diplomacy” and as the application of an “Instrument of Power.” In 

the former, he was pleased to note that the people of northeast Thailand greeted the arrival of his Marines with a sense 

of “gratification, wonderment, and some initial apprehension.” He believed that it was important to “sell the Marines 

to the Thais” and sell them he did. Soon after his arrival, 

the general met with the governor of Udorn Province, the 

lord mayor of Udorn, and other province and city officials. 

To reinforce his message, Simpson was accompanied by his 

information service officer and the local public affairs officer 

from the U.S. Information Service office. The meeting went 

very well, and an understanding and mutual friendship were 

established that remained throughout 3d MEU’s stay. 

Both the governor and the mayor assured the 3d MEU 

commander that the Thai people were very happy that the 

Marines were there and wished to assist them in any way 

possible. Over time, this assistance translated into cooperation in law enforcement, price controls, and civil affairs. For 

their part, the Marines engaged in a number of people-topeople programs: they cleared plots of land for playgrounds 

Defense Department (Marine Corps) A182901 

BGen Ormond R. Simpson speaks with Under Secretary of the 

Navy Paul B. Fay Jr. during a visit to the 3d MEU’s cantonment 

on 30 June 1962. Simpson is wearing the utility uniform that 

he reported to be “totally unsuited for operations in SEAsia.”
The Path To War | 55

and soccer fields; repaired the screening and electrical wiring 

of a local orphanage; screened a porch; and constructed a 

new sleeping area. In addition, many conversational English 

language programs were started. The mutual respect, understanding, and support between the Thai population and the 

Marines could be seen in the fact that no adverse incidents of 

any consequence were reported during the two-and-a-halfmonth deployment and total claims against the U.S. Government amounted to less than $50. 

As for the “Instrument of Power” element of its mission, 

the 3d MEU proved adroit in both planning and execution. 

In response to its assigned mission to “be prepared for such 

other operations as directed,” the unit had completely settled 

in Udorn by 15 June and “was prepared in all respects for sustained combat operations, if required.” OPLAN 1-62 directed 

the movement of BLT 3/9 troops to previously selected positions and roadblocks from which they could guard the Udorn 

airfield complex against enemy ground attack and guerrilla 

activity. 

In light of the less-than-stable situation in Laos, General 

Simpson directed that a 3d MEU operation plan be drafted 

and promulgated. Its basic provision was to task certain units 

with the seizure and defense of Wattay Airfield near Vientiane if the situation should ever require it. The Marines were 

ready for any eventuality and were training in the geographical areas they would be called upon to fight in if the situation 

in Laos took a turn for the worse. 

Of the many visits by dignitaries to the 3d MEU during 

its deployment in Thailand, none was more impressive than 

the one made by Thailand’s king, Ab Adulyodej Bhumibol, 

Defense Department (Marine Corps) A182972 

The king of Thailand, Ab Adulyodej Bhumibol, addresses the Marines of BLT 3/9 during his visit to their camp on 15 June 1962. 

Also in attendance (from left) were U.S. Ambassador to Thailand Kenneth Todd Young Jr., BGen Ormond Simpson, and Queen 

Sirikit (on the platform with umbrella).
56 | Marines in the Vietnam War Commemorative Series 

and his wife, Queen Sirikit, who visited the camp on 15 June. 

They arrived in a Royal Thai Air Force Douglas DC-3. Several senior Thai military officers accompanied the king and 

queen, as did the U.S. ambassador to Thailand, Kenneth Todd 

Young Jr. A simple reviewing stand was constructed from 

which the king and queen viewed an air show arranged by 

General Simpson. The king addressed the Marines who had 

been assembled for his visit, and then the royal couple toured 

the camp in a Thai government Rolls Royce Rover. 

Although the Thai Army chief of staff had told General 

Simpson to “just drive them through the camp,” the general 

had other plans. He had prepared a billeting tent to a very 

high state of cleanliness, and he wanted to show it to the 

king and queen. As their car approached the tent, the general—who was sitting behind the king and queen—asked if 

they would like to see a “typical billeting tent.” At their consent, Simpson led them through the tent. Although their visit 

lasted only two hours, the general orchestrated it so that as 

many of his Marines as possible were able to see the royal 

couple. 

Training in Thailand

Training began immediately upon 3d MEU’s arrival. In light 

of the unit’s mission, the training took on increased significance and focused on accomplishing specific objectives. 

The first objective was to execute its show-of-force mission, 

which was largely to impress the Pathet Lao and their Communist supporters with the combat power of the Marine 

expeditionary unit. Training provided the 3d MEU with the 

best venue to display the greatest number of Marines, their 

combat power, and their superior weaponry and equipment. 

The second objective was to acclimatize the Marines to the 

oppressive heat and humidity extant in northeast Thailand 

(and Southeast Asia, in general). The third objective was 

to become completely familiar with the area and its jungle 

terrain. 

To ensure that all three objectives would be met, VMA332 and HMM-261 flew reconnaissance and orientation 

missions, while BLT 3/9 conducted motorized and foot 

marches. The first air-ground exercise was conducted on 26 

May, only six days after General Simpson assumed command. HMM-261’s UH-34Ds lifted a company of BLT 3/9 

Marines to landing zones near Nong Han. A-4D Skyhawks 

from VMA-332 flew helicopter escort missions and simulated preparation of landing zones. Training exercises of 

this nature continued until the Prov MAG was withdrawn. 

Then North American F-100 Super Sabre aircraft from the 

Air Force component of JTF 116 and the tactical air control 

party from BLT 3/9 engaged in close air support techniques. 

On 6 June 1962, the commanding general of 3d MEU 

was assigned the additional task of providing training to the 

Thai Border Patrol Police located at Udorn and Ubon, a town 

to the south. This additional task provided a rare opportunity 

for Marines to both extend training assistance and to train 

with the paramilitary forces of another country. Two reinforced BLT 3/9 platoons were assigned the mission, which 

included instruction on individual and crew served weapons, 

map and compass reading, sanitation and field hygiene, and 

small unit tactics at the squad and platoon levels. Language 

problems proved minimal and were in large measure overcome by the use of visual training aids and interpreters. In 

addition to fostering a mutual understanding between the 

Thai and American forces, the training also afforded 3d 

MEU the opportunity to contribute to the preservation and 

integrity of the Thai border.

The amount of training accomplished by 3d MEU’s subordinate commands during their brief stay in northeast Thailand was impressive. Its attack squadron—VMA-332 with 

20 A-4D-2N Skyhawks assigned—averaged 20–25 sorties a 

day for the entire period. The medium helicopter squadron, 

HMM-261, flew more than 1,000 hours and carried 3,106 

passengers and 102,760 pounds of cargo with 18 UH-34Ds. 

MATCU-66 controlled 3,003 aircraft arrivals, 525 instrument approaches, and 502 instrument departures. BLT 3/9 

trained at the squad, platoon, and company levels in more 

than 18,000 square miles of unfamiliar terrain and conducted a detailed reconnaissance of the area’s roads and bridges. 

Extensive foot, motorized, and heliborne patrols, lasting from 

a few hours to four days, were conducted by BLT 3/9 Marines 

and Navy corpsmen. As evidenced by the sheer amount of 

training, the Marines deployed with 3d MEU took many 

opportunities to test their skills. Moreover, the combat power 

displayed during the training exercises—the “show of force” 

element of the 3d MEU mission—was not lost on the Pathet 

Lao and their supporters on the north side of the Mekong 

River. 
The Path To War | 57

While in northeast Thailand, Marines trained and worked 

in the standard Marine Corps utility uniform. In his special 

report, General Simpson criticized this uniform as “totally 

unsuited for operations in Southeast Asia.” He noted that it 

was “unbearably hot” and that its tight weave did not allow air 

to circulate to the body. Moreover, when it got wet, it was very 

slow to dry due to the high humidity of the area. “If Marines 

are to work effectively for long periods of time in areas such as 

northeast Thailand,” the general concluded, “a better answer 

than our current utility uniform is required.”

The 3d MEU Withdraws

The Geneva talks had languished since their inception, particularly while Communist forces were enjoying success in 

Laos. This situation reversed somewhat and the crisis abated 

as the U.S. joint task force—with the 3d MEU as a major 

combat element—established itself on the ground in northeast Thailand in May 1962. As the 3d MEU settled in and the 

United States’ resolve became apparent, American diplomats 

in Geneva and Vientiane began reporting progress in their 

negotiations. Communist forces halted their advance short of 

the Thai border. In light of these encouraging signs, President 

Kennedy directed on 29 June that major elements of American combat forces be withdrawn from Thailand. 

The 3d MEU’s operations (i.e., camp construction and 

training) had been based on the expectation that its deployment to Thailand would be for an indefinite period of time. 

However, the Marines were fully prepared to change course 

on a moment’s notice. Consequently, when General Richardson directed General Simpson on 29 June to prepare for the 

immediate withdrawal of a major portion of his expeditionary unit, the Marines were prepared. The Prov MAG, consisting of HMM-162, VMA-332, the MABS-12 subunit, and 

MACS-4, would be withdrawn first, as would one company 

from BLT 3/9. The complete withdrawal of these units was 

not expected to begin before 2 July, but was to be completed 

within one week once the order was given. 

On 1 July, HMM-162 displaced from Udorn and staged 

its helicopters, personnel, and equipment at Don Muang Airport in Bangkok. On 2 July, they landed on board the USS 

Defense Department (Marine Corps) A182884 

Marines from Company L, BLT 3/9, muster prior to boarding a U.S. Air Force C-130 Hercules for their return from Thailand to 

Okinawa.
58 | Marines in the Vietnam War Commemorative Series 

Valley Forge. Eighteen of VMA-332’s Skyhawks departed the 

Udorn airfield on 2 July and, after refueling from Marine Hercules tankers in the vicinity of Da Nang, continued on to Cubi 

Point. The remaining two A-4Ds joined them the following 

day. Slightly more than 100 lifts employing GV-1/C-130 and 

C-124 transports were required to move the remainder of the 

withdrawing force. Fifty flights carried the personnel, supplies, and equipment of MACS-4 and MATCU-66 to Don 

Muang where they were trucked to the Bangkok harbor and 

loaded on board the waiting USS Carter Hall (LSD 3) and 

the USS Belle Grove (LSD 2) for surface movement to Cubi 

Point. An additional 50-plus lifts carried the remaining assets 

of the Prov MAG to Cubi Point. Of these, Marine Hercules flew 52 lifts, employing 5 aircraft. The provisional group 

had withdrawn 829 personnel, 303 vehicles, and 2.4 million 

pounds of cargo. Three lifts were required to carry Company 

L, BLT 3/9, from Udorn directly to Okinawa. By 6 July, 3d 

MEU had been reduced by over 1,000 men.

With the departure of the Prov MAG and the BLT 3/9 

rifle company, 3d MEU was reduced to a headquarters and 

service company, a communications detachment, a logistics 

support unit, and a battalion landing team minus one company. Training continued and, with the onset of the rainy 

season, a second major reconnaissance of northeast Thailand’s 

roads was made to ascertain differences in their trafficability 

during this season. Overall, however, the tempo of operations 

declined. Construction projects were limited to building only 

what was essential to continue operations and improve the 

habitability of the camps. R&R flights to Bangkok were initiated, and approximately 20 Marines and sailors were shuttled 

south each day to enjoy 48 hours of liberty in Thailand’s capital city. JTF 116 provided an Army de Havilland Canada 

CV-2A Caribou cargo plane to assist the 3d MEU with its 

administrative requirements.

In the early weeks of July, reports from Geneva projected 

the likelihood that an agreement would soon be forthcoming, 

and General Richardson was directed to prepare for the withdrawal of the remaining forces in Thailand. On 23 July 1962, 

the 14 nations assembled at Geneva signed a Declaration on 

the Neutrality of Laos. Previously, the warring factions in 

Laos had agreed to form a coalition government to administer the soon-to-be neutral country that would be headed by 

Prince Souvanna Phouma. The declaration committed the 14 

signatories to recognize and respect the sovereignty, independence, and neutrality of the Kingdom of Laos. Further, it prohibited foreign troops from entering or operating anywhere 

in the country. All of these provisions would be flagrantly and 

repeatedly violated by the North Vietnamese and their supporters as the war in South Vietnam escalated and the NVA 

constructed and employed routes through Laos (called the 

Ho Chi Minh Trail by Americans) to funnel troops, munitions, and supplies to their forces in the south. 

On 21 July, General Simpson was directed to submit 

requirements for the withdrawal of all Marine elements from 

Thailand and to have all Marines out of the country within 

96 hours of the order to execute. The decision was made to 

leave all Class I and Class III supplies behind in Udorn. All 

ammunition supplies would be withdrawn, initially by rail 

to Bangkok, and then by ship to their final destination. The 

remaining elements of BLT 3/9 would be airlifted first, followed by the headquarters company and the communications 

detachment. Concurrently, the logistics support group, minus 

Detachment Zulu, NMCB-10, would be moved by rail and 

air to Bangkok for loading on board ships. Once on board, 

they would sail to Okinawa. 

The order to initiate the second phase of 3d MEU’s withdrawal was received at 1115 (local time) on 28 July. Twenty 

minutes later, the first Hercules departed Udorn, and by 31 

July—approximately 27 hours ahead of its 96-hour deadline—36 GV-1/C-130 lifts had completed the withdrawal 

of all of 3d MEU’s combat troops. With staging and movement control teams in place, the remainder of the retrograde 

operation was executed smoothly. The first train with the 3d 

MEU’s equipment and supplies departed Udorn on 31 July, 

with the final train departing for Bangkok on 4 August. In all, 

192 flatbed cars and 90 boxcars were required in the second 

phase to move the remaining equipment, supplies, and vehicles. Five ships—one AKA, two LSDs, and two LSTs—were 

required to transport the cargo to Okinawa.

General Simpson and his headquarters staff departed 

Udorn for Bangkok on 3 August. Four days later, operational control of 3d MEU was passed by CJTF 116 to the 

commander of Task Force 79 on Okinawa. The commanding general and his staff departed Bangkok and arrived on 

Okinawa the same day. The ships returned to Okinawa, and 

all were off-loaded by 15 August. The 3d MEU headquarters 
The Path To War | 59

completed its administrative details and was deactivated on 

31 August 1962.

Marine Advisors and the Vietnamese Marine 

Corps: 1963–64

The South Vietnamese marines continued serving as a part 

of Saigon’s general reserve and under the direct control of the 

Vietnamese Joint General Staff in the early months of 1963. 

Three VNMC battalions were garrisoned in small, basically 

unimproved camps around the town of Tu Duc just north of 

Saigon. The recently formed artillery battalion became fully 

operational in mid-January and was also garrisoned near Tu 

Duc. The 4th Battalion was located on the coast at Vung Tau. 

While the VNMC battalions spent most of their time away 

from their camps on operations, Saigon normally held one 

battalion back near Tu Duc ready to respond to emergencies. 

The Marine Advisory Division, still commanded by Lieutenant Colonel Clarence G. Moody Jr., lost five enlisted billets in April (the first sergeant’s billet and the four assistant 

infantry advisor billets). No officer billets were lost, and the 

advisory division was able to provide a commissioned officer 

advisor to every major operational VNMC command. 

Two major improvements—one in operations and one 

in training—were effected by the VNMC in 1963. The first 

was the return to multibattalion combat operations, which 

allowed Lieutenant Colonel Le Nguyen Khang, the brigade 

commander, to employ the provisional marine brigade’s headquarters. No brigade-level operations had been undertaken 

since 1960. In 1963, the Vietnamese Marine Brigade conducted three multibattalion operations, but the results would 

not justify the efforts and manpower expended. 

The first operation began in the first week of the new year 

with Colonel Khang leading two marine infantry battalions in 

an amphibious landing near the tip of the Ca Mau Peninsula. 

The brigade’s mission was to clear Viet Cong units from a 

series of villages in support of the Strategic Hamlet Program. 

Elaborate precautions had been taken—including sailing the 

entire landing force out of sight of land for two days—to keep 

Official U.S. Marine Corps photo 

Vietnamese marines improved their mobility by using small boats when operating on the rivers and canals in the Mekong 

Delta. 
60 | Marines in the Vietnam War Commemorative Series 

secret the location of the objective area. Nonetheless, when 

the 2d Battalion, advised by Captain Richard B. Taylor, and 

the 4th Battalion, advised by Captain Don R. Christensen, 

came ashore from their landing ships, they found few guerrillas to fight. The villages were largely deserted, and Colonel 

Moody noted that “they had taken everything, even the cattle 

and the other livestock.” The operation had clearly been compromised. The action resulted in only 11 Viet Cong killed and 

14 wounded. The cost to the Vietnamese marines was 5 men 

killed and 14 wounded, mostly from snipers and booby traps. 

Colonel Khang took his headquarters and the 4th Battalion 

back to Saigon. The 2d Battalion remained and conducted 

security operations until 11 April 1963. 

In the second multibattalion offensive, which began in 

late April, the Vietnamese marines attacked Do Xa, a major 

Viet Cong base camp area that had never before been entered 

by government forces. Located where the borders of Quang 

Tin, Quang Ngai, and Kontum Provinces met, the Do Xa 

area had been under Communist control since the early days 

of the French-Indochina War. The scheme of maneuver was 

fairly simple. Employing U.S. Marine and Army helicopters, elements of the ARVN 2d and 25th Divisions would be 

helilifted to sites surrounding Do Xa to establish a cordon 

around the area. The provisional Vietnamese Marine Brigade 

would then be helilifted into the center of the area to search 

for Communist camps. 

The initial deployment of forces was executed without 

incident. The 2d Battalion, with Captain Taylor, was trucked 

to the Tam Ky airstrip and then lifted into the objective area 

some 30 miles southwest of the capital. Advancing by motor 

march, Colonel Khang established his command post in the 

vicinity of the small, ARVN-held town of Tra My, about 24 

miles southwest of Tam Ky. The 75mm pack-howitzer battery, advised by Major Croft, and the 4th Battalion, advised 

by Captain Christensen, accompanied the brigade commander and provided security. In a repeat of the brigade’s 

amphibious landing on the Ca Mau Peninsula, where the 

Vietnamese marines discovered a major camp, they found 

this one to also be deserted. During extensive patrolling for 

two weeks after the initial assaults, neither the ARVN nor 

the Vietnamese marines encountered a major opposing force. 

Once again, the Viet Cong had been alerted, probably by the 

initial movement of ARVN forces into the area. When the 

operation ended in mid-May, the VNMC returned to their 

camps north of Saigon.

In the third brigade-size operation, three Vietnamese 

marine battalions joined with ARVN, VNAF, and Vietnamese Navy units in a search-and-clear operation in Gia Dinh 

Province, about 20 miles southeast of Saigon. As was the case 

with the previous two operations, Communist forces successfully eluded their attackers, and government forces failed to 

engage enemy forces of any appreciable size. The operation in 

Gia Dinh Province ended on 1 November 1963, with inconclusive results.

The second major improvement (training) came late in 

the year when the Vietnamese Joint General Staff approved 

the establishment of a separate training facility for the Vietnamese marines. The VNMC would no longer have to rely 

on the ARVN for its recruits. VNMC engineers, advised by 

Captain Robert C. Jones, constructed a small training facility 

at Thu Duc. To staff the facility, Colonel Moody arranged 

for a small number of VNMC noncommissioned officers to 

travel to the Marine Corps Recruit Training Center at San 

Diego to train as drill instructors. 

President Diem Assassinated

The government of President Ngo Dinh Diem was not 

faring any better. After some relatively peaceful early years, 

the Diem government began to experience dissent in 1959. 

Political opposition significantly increased, stimulated partly 

by the August 1959 elections in which Diem’s chosen candidates won every seat in the National Assembly. A failed coup 

in November 1960 served only to highlight Diem’s increasing unpopularity. Senior military officers privately began to 

express disapproval with Diem’s handling of the war. Religious opposition to the Catholic-run government grew, highlighted from June to October 1963 by the highly publicized 

self-immolations of several Buddhist monks. President Diem 

and his brother, Ngo Dinh Nhu, staged reprisal raids on Buddhist temples throughout the country, some of which they 

tried to blame on the nation’s generals. 

On 1 November 1963, a military junta led by ARVN 

Major General Duong Van Minh staged a coup d’état that 

overthrew the government and resulted in the deaths of 

President Diem and his brother Ngo Dinh Nhu. With the 

South Vietnamese 2d Marine Battalion blocking a major 
The Path To War | 61

highway into Saigon that prevented military units loyal to 

the president from intervening, the 1st and 4th Marine Battalions moved into the city to participate in the coup. Fighting continued into the early hours of 2 November, when the 

4th Marine Battalion attacked and captured the presidential 

palace. The fighting cost the lives of 4 South Vietnamese 

marines and 12 others were wounded. No U.S. Marine advisors were involved in the fighting. They had been alerted by 

Lieutenant Colonel Wesley L. Noren, who directed them to 

remain in their quarters. 

When the power struggle was over, the military units 

returned to fighting the war. In the remaining two months 

of 1963, the VNMC engaged in several operations of short 

duration. During the second week of November, the 2d 

Marine Battalion, accompanied by Captain James P. McWilliams, participated with the 11th ARVN Regiment in a 

search-and-clear operation in III Corps’ area. On 11 November, the Vietnamese marines fought an intensive engagement 

with a Viet Cong force west of My Tho, which resulted in 

19 confirmed enemy dead at a cost of 6 marines killed and 

21 wounded. While praising the Vietnamese marines, Captain McWilliams noted that the engagement was not typical. 

“More often than not,” he observed, “the highly mobile Viet 

Cong could elude the larger, more cumbersome government 

units.” In fact, the Communists only fought if they enjoyed 

the advantage and an engagement held the promise of victory. 

Such an instance occurred in early December when Vietnamese marines operating in the western part of Tay Ninh 

Province in III Corps’ area suffered heavy casualties after 

becoming ensnared in a well-planned and well-executed Viet 

Cong ambush. 

In mid-December, Lieutenant Colonel Khang was 

relieved as the Commandant of the Vietnamese marines. 

Although he had not participated in the November coup, he 

was a Diem political appointee and was viewed as a potential threat by the government’s new leaders. To remove this 

potential problem, Khang was promoted to full colonel and 

assigned as the RVN military attaché to the Philippines. As 

the year inched toward its close, a general malaise gripped 

the country and it did not take long to infect the Vietnamese 

marines. Lieutenant Colonel Noren, the senior Marine advisor, saw a precipitous drop in morale, and desertion rates were 

high in nearly every battalion.

In the aftermath of the November coup that claimed 

the lives of President Diem and his brother, the government entered a period of political instability and uncertainty. Major General Duong Van Minh led the country for 

less than three months. In January 1964, he was ousted in a 

bloodless coup by the newly appointed I Corps commander, 

General Nguyen Khanh, who would only retain the reins of 

the unstable government for one year. Many senior officers, 

who had only been in their positions for three months, were 

replaced by officers loyal to General Khanh. Uncertainty and 

inaction gripped the government and the military. The situation was ripe for exploitation by Communist forces, and they 

took advantage of the opportunity.

The North Vietnamese, with complete disregard for the 

1962 Geneva Agreement, continued to infiltrate troops and 

equipment through Laos and into South Vietnam. While this 

was significant, the most important change as 1963 ended 

and 1964 began was in the strategy employed by the Viet 

Cong. The Khanh government had assumed that the Viet 

Cong would attempt to capitalize on the government’s disorganization and inaction by attempting to consolidate their 

control of the country’s populated rural areas. Khanh and his 

supporters were mistaken in this assumption. The Communist political machine and its military forces had been growing in size and sophistication. By the end of 1963, they were 

able to muster units of regimental strength and engage likesize South Vietnamese units and defeat them. 

The Viet Cong leadership decided that the time was ripe 

to transition to phase III of Mao Tse-tung’s three-phase guerrilla war template and go over to a “general counter-offensive.” In a series of violent and successful attacks in II Corps’ 

coastal Binh Dinh Province, two Communist main force 

regiments quickly reduced the government’s presence to the 

provincial capital and a few district towns. In III Corps, similar attacks threatened to eliminate the government’s pacification program. In January 1964, the Viet Cong in the Mekong 

Delta decisively defeated a multibattalion ARVN heliborne 

force. In the north, each successive Marine helicopter assault 

appeared to meet more determined resistance. The Communists had wrested the initiative from the moribund, rudderless 

South Vietnamese government and were on the offensive. 

In contrast, government actions following Diem’s assassination were characterized by confusion and indecision. The 
62 | Marines in the Vietnam War Commemorative Series 

Strategic Hamlet Program—a major Diem initiative launched 

in 1961—was abandoned. Diem had begun the program, 

which was administered by his brother, to provide social and 

economic programs and security to the country’s thousands 

of rural hamlets. Other than the resettlement of many rural 

hamlets into government-constructed compounds—often 

resisted by the villagers being resettled—the program had 

provided little benefit to the people it was intended to help. 

Other pacification efforts would soon replace it. As 1963 

ended, the overall effectiveness of the South Vietnamese war 

effort was at its lowest level since the intensification of the 

U.S. assistance programs in early 1962. 

U.S. Military Support Increases

In 1963, the military plans put forward by Secretary of 

Defense McNamara called for the withdrawal of 1,000 men 

in January 1964. This number included the 47-man security 

platoon guarding the Marine aviation task element’s compound at Da Nang. The plans further called for withdrawal 

of all direct support at some point in the future. In the weeks 

following President Diem’s overthrow and assassination, it 

became increasingly apparent that these plans were at odds 

with the facts on the ground. As the war continued in 1964 

and the Communist forces strengthened and became more 

aggressive, the United States reassessed the situation and 

decided to substantially increase its stake.

In March 1964, President Lyndon B. Johnson, who 

assumed office upon the assassination of President Kennedy 

on 22 November 1963, ordered a review of the decisions to 

withdraw U.S. military personnel and scale back the assistance programs. Secretary McNamara offered several recommendations, including a proposal to support the expansion 

of the Vietnamese military and paramilitary forces by 50,000 

men. The president approved these recommendations, setting the stage for increases in U.S. advisors and assistance. 

He also ordered key changes to the senior U.S. leadership in 

South Vietnam. On 22 June 1964, Army General William 

C. Westmoreland, who had been serving as the USMACV 

Photo courtesy of David H. Hugel 

Commandant of the Marine Corps Gen Wallace M. Greene Jr. inspects an honor guard of Vietnamese marines at the Cuu Long 

Navy Yard. To his right is MajGen Richard C. Weede, the USMACV chief of staff.
The Path To War | 63

deputy commander, relieved General Harkins as commander 

of USMACV. The following day, the president announced 

that General Maxwell D. Taylor, USA, who was then serving as the chairman of the Joint Chiefs, would replace Henry 

Cabot Lodge as the U.S. ambassador in Saigon. 

In one of his first actions as USMACV commander, 

General Westmoreland requested an increase of an additional 5,100 U.S. military personnel for his command; 900 

would serve as advisors, and 4,200 would be support personnel. McNamara discussed this request with the members of 

the JCS, who agreed to it. The request was forwarded to the 

president, who approved it in early August. Furthermore, in 

response to one actual and one alleged North Vietnamese 

torpedo boat attack on U.S. Navy ships in the Gulf of Tonkin, 

Congress unanimously passed a resolution on 6 August 1964, 

authorizing the president “to use all measures, including the 

commitment of armed forces, to assist [South Vietnam] in 

the defense of its territorial integrity.” Signed by President 

Johnson five days after its passage, it confirmed, without 

qualification, the U.S. commitment to the defense of South 

Vietnam. 

A New Crop of VNMC Advisors 

In the early weeks of 1964, the 6,109-man Vietnamese 

Marine Brigade continued its downward spiral. Changes 

in command at nearly every level, combined with an everclimbing desertion rate, continued to have a deleterious effect 

on the brigade’s combat readiness. In an attempt to restore 

the brigade’s spirit and combat effectiveness, the Saigon government brought Colonel Le Nguyen Khang back from the 

Philippines in February, promoted him to brigadier general, 

and reinstated him as the brigade commandant. With his 

inspiring leadership and focus on the Vietnamese marines 

and their dependents, now-General Khang slowly turned the 

morale and desertion rates around. 

During January 1964, General Wallace M. Greene Jr., 

who had become the Marine Corps’ 23d Commandant on 

New Years Day, made a three-day visit to South Vietnam. 

After his arrival at Tan Son Nhut Airport, General Greene 

visited the Cuu Long Navy Yard on the outskirts of Saigon 

where he inspected an honor guard of Vietnamese marines 

and received briefings on the operational and political situation. The CMC was accompanied on this visit by Major 

General Richard G. Weede, the USMACV chief of staff. His 

itinerary in the southern part of the country then took him 

to the III Corps’ Mekong Delta, where he visited Cantho 

and Ca Mau. Flying north, Greene made a short visit to the 

II Corps’ headquarters at Pleiku in South Vietnam’s Central 

Highlands. He then continued on to I Corps for visits at Da 

Nang and Hue–Phu Bai. 

In Da Nang, the CMC toured Shufly facilities and met 

with several of the enlisted Marines in the unit’s mess hall. 

He awarded 15 Air Medals to Marine Medium Helicopter 

Squadron 361 (HMM-361) pilots and crewmen and received 

briefings from Colonel Andre D. Gomez, the subunit’s commanding officer. Accompanied by Colonel Gomez, General 

Greene also attended briefings hosted by the I Corps commander, General Nguyen Khanh, at the general’s villa on the 

outskirts of Da Nang. As noted previously, less than three 

weeks after this visit, General Khanh, then 36 years old, 

staged a bloodless coup and became South Vietnam’s prime 

minister.

Throughout the year, the Vietnamese Marine Brigade 

continued to serve as a major element in the general reserve 

force. Almost without exception, at least one marine battalion remained in close proximity to Saigon, ready to react to 

threats in the surrounding area. The remainder of the brigade normally operated nearby, often in support of the government’s new “Hop Tac” pacification campaign that had 

replaced the Strategic Hamlet Program of President Diem. 

When employed away from Saigon for combat operations, 

individual VNMC battalions were frequently attached to an 

ARVN division or a provincial or a corps headquarters. On 

occasion, the brigade was employed as a multibattalion task 

force with its brigade headquarters commanding the operation. Unfortunately, these operations were not models of military operational efficiency.

One such operation took place in early January 1964, 

when two Vietnamese marine battalions and a task force 

headquarters deployed to Go Cong and Long An Provinces 

southwest of Saigon to “reestablish government control over 

the region through systematic small unit operations designed 

to deny the enemy his usual freedom of movement.” Basically 

a pacification effort, the operation continued until the middle 

of September, during which the brigade’s forces fought not 

a single major engagement. The senior U.S. Marine advisors 
64 | Marines in the Vietnam War Commemorative Series 

later spoke poorly of the conduct of this nine-month operation. Colonel Noren (promoted from lieutenant colonel on 

1 July) noted that the brigade’s operations “were characterized by inadequate coordination of military and intelligence 

reporting . . . [and] too little operational activity.” His successor, Colonel William P. Nesbit, who assumed duties as the 

senior Marine advisor on 4 September 1964, remarked that 

“the capacity of the task force headquarters in staff functioning was marginal.” 

Two similar, but much shorter, multibattalion operations were undertaken in the early months of 1965. One 

was conducted in Tay Ninh Province northwest of Saigon 

and the other in South Vietnam’s southernmost province of 

An Xuyen. Both enjoyed limited success, but failed to significantly reduce the Viet Cong’s influence or activities in the 

provinces. 

In mid-1964, the brigade was again expanded and restructured, most significantly with the addition of a fifth infantry 

battalion. Garrisoned in a small camp about 12 miles north 

of Saigon, the battalion took 12 months to fill its ranks and 

complete its training and was not declared combat ready until 

June 1965. 

Brigade restructuring was focused in three areas. The 

artillery battalion’s two 75mm pack-howitzer batteries were 

combined into a single eight-gun battery and the 105mm 

howitzer battery was split into two six-howitzer batteries. The 

training company was deleted from the T/O of the Amphibious Support Battalion and a stand-alone Training Center 

was established at Thu Duc. Finally, the Brigade Headquarters was reduced in size, and a Task Force Headquarters with 

two like elements—a Task Force A and a Task Force B—was 

established. 

The U.S. Marine Advisory Division began 1964 with an 

authorized strength of 11 officers and 9 enlisted men. Before 

year’s end, it would experience a significant increase in its 

numbers. Concurrent with the dissolution of the MAAG and 

the restructuring of USMACV, the division was renamed the 

Marine Advisory Unit, Vietnam, in mid-May. In November, 

the unit received a T/O increase of one captain and eight first 

lieutenants. With this increase, Colonel Nesbit assigned one 

captain and one first lieutenant to the new 5th Infantry Battalion, four first lieutenants to the four other infantry battalions, and two of the remaining first lieutenants as advisors to 

the motor transport and communications companies. Earlier 

BRIGADE

HEADQUARTERS

MILITARY

INTELLIGENCE

TASK FORCE

HEADQUARTERS

A&B

AMPHIBIOUS

SUPPORT

BATTALION

ARTILLERY

BATTALION

TRAINING

CENTER

INFANTRY

BATTALIONS

(5)

REPLENISHMENT

GROUP

VNMC MARINE BRIGADE TABLE OF ORGANIZATION AS OF JULY 1964

(AUTHORIZED STRENGTH 6,555)
The Path To War | 65

in the year, Colonel Earl E. Anderson, the MAAG chief of 

staff, directed that the assistant senior Marine advisor be 

relieved of his additional duties as the artillery battalion advisor. Colonel Noren assigned a captain as the artillery battalion advisor and the remaining first lieutenant as the assistant 

artillery battalion advisor. By year’s end, the Marine Advisory Unit’s T/O had expanded to 18 officers (whose military 

occupational specialties matched their duties) and 6 enlisted 

Marines. 

As 1964 drew to a close, the Vietnamese Marine Brigade 

could point to several major improvements. It had expanded, had restructured, and was better organized to conduct 

combat operations. It had acquired new pieces of motor 

transport equipment and had made the supply system more 

manageable and responsive. The training center at Thu Duc 

had graduated 1,464 recruits. More than 700 Vietnamese 

marine officers and noncommissioned officers had attended 

training courses in South Vietnam; 42 officers had attended 

formal schools in the United States; and 52 had undergone 

training with Marine organizations on Okinawa. Sadly, these 

improvements would be overshadowed by devastating losses 

suffered by the VNMC on the last day of the year.

In early December, the South Vietnamese 4th Marine 

Battalion was assigned duties as the reserve force for the III 

Corps Tactical Zone (III Corps) located north of Saigon. 

On 27 December, a Viet Cong force of battalion size overran the town of Binh Gia in III Corps’ Phuoc Thy Province, 

only 35 miles east of Saigon. III Corps officials responded 

by ordering the 4th Marine Battalion and an elite ARVN 

Ranger battalion to the area. On 30 December, the battalion, 

with its two U.S. Marine advisors and three OJT Program 

participants from 3d MarDiv, recaptured the town, encountering no enemy opposition in the process. Later in the day, 

an aerial observer spotted a large enemy force approximately 

two miles west of Binh Gia. A U.S. Army helicopter gunship, 

responding to a request for an air strike, attacked the enemy 

force, but it was shot down in the ensuing action, resulting in 

the loss of its crew. 

The 4th Marine Battalion commander, against the advice 

of Captain Franklin P. Eller, the senior U.S. Marine advisor, ordered one of his companies to secure the crash site 

and recover the bodies of the dead crewmen. Captain Eller, 

accompanied by First Lieutenant James P. Kelliher and Staff 

Sergeant Clifford J. Beaver, both from the OJT Program, 

Official U.S. Marine Corps photo 

 A medic treats a wounded Vietnamese marine during a village sweep operation.
66 | Marines in the Vietnam War Commemorative Series 

chose to move with the relief company. On the morning of 

31 December, the company set out for the crash site. Upon 

reaching the downed helicopter gunship, the company was 

ambushed by a large Viet Cong force employing .50-caliber 

machine guns, 57mm recoilless rifles, and 82mm mortars. 

With intense fire precluding any efforts to maneuver against 

the superior enemy force, the company called for assistance 

and began to withdraw to Binh Gia in small groups. Responding to the call for assistance, the battalion commander, along 

with First Lieutenant Philip O. Brady, the assistant Marine 

advisor, and Captain Donald G. Cook, the third OJT Marine, 

moved the remaining three companies of the battalion westward in an attempt to engage the enemy force. While moving 

through an abandoned rubber plantation, the Vietnamese 

marines were savagely attacked by an enemy force estimated 

to number between 1,200 and 1,800 men. By late afternoon, 

the battalion commander and 28 of his 35 officers were dead. 

The Marine advisors rallied the remnants of the battalion into 

small groups and, slipping past Viet Cong units, moved them 

back to Binh Gia. 

During the last days of 1964, the Vietnamese marines suffered their worst defeat of the war. The 326-man battalion 

saw 112 men killed, 71 wounded, and 13 missing. Nearly 150 

weapons and more than a dozen radios were also lost. All 

of the U.S. Marines who had participated in the action were 

wounded, and Captain Cook was missing in action. Subsequent to the action, it was learned that the 4th Battalion 

had been engaged by two main force regiments of the 9th 

Viet Cong Division—the first Communist division to become 

operational in the war. The ARVN Ranger battalion that 

had been operating close by fared no better. In a violent and 

well-orchestrated Viet Cong ambush, it suffered nearly 400 

casualties. 

For the Vietnamese Marine Brigade, in particular, and 

South Vietnam, in general, 1964 ended on a very sour note. 

The Viet Cong had demonstrated that they were now capable 

of operating at the regimental level and were driving the pace 

of the war. Further, it was becoming clear that the force was 

transitioning into phase III of Mao’s template for protracted 

war: the successful employment of organized combat forces 

on battalion, regiment, and division levels against like-size 

South Vietnamese units. It appeared that no matter how 

fast the South Vietnam government organized and deployed 

forces, and no matter how many pacification programs it initiated, the Communists were always one full step ahead. The 

same can be said for U.S. assistance and advisory efforts. Their 

contributions were not keeping pace with what the Viet Cong 

were employing on the battlefield. In light of these facts, in 

the last half of 1964 the Johnson administration revisited its 

commitment to South Vietnam and made plans to increase 

its efforts. 

The OJT Program Continues 

The 3d MarDiv and the 1st MAW continued to support the 

OJT Program in 1963 and 1964, sending company grade officers and staff noncommissioned officers to South Vietnam for 

30-day assignments, mainly with ARVN or VNMC units. As 

the war intensified in 1963, the risks associated with advising 

or observing Vietnamese combat units increased. Although 

no Marines were killed while advising the VNMC’s battalions in 1963, four Marines were wounded in action; two were 

members of the permanent Marine Advisory Division, and 

the other two were 3d MarDiv Marines participating in the 

OJT Program. 

After completing their assignments in South Vietnam, 

the OJT Program participants drafted after action reports 

chronicling their experiences and observations. These reports 

were forwarded to FMFPac where they were made enclosures to an FMFPac letter that was distributed to the CMC; 

Marine Corps Schools, Quantico, Virginia; FMFLant; and all 

major Marine Corps commands in the Pacific. The reports for 

March 1964 were typical and reflected the observations and 

opinions of program participants. The March cohort of company grade officers included two rifle company commanders, 

one tank company commander, two company executive officers (one rifle and one tank), one engineer battalion assistant 

operations officer, one aircraft squadron intelligence officer, 

and one qualified UH-34D pilot. Their assignments in South 

Vietnam were equally varied; for example, two served at the 

company level with VNMC companies, and two served at the 

company level with ARVN companies, while the UH-34D 

pilot spent his month in-country flying combat missions out 

of the Da Nang airfield with Shufly squadron HMM-364.

Although assigned to different units, the officers’ observations were often similar and almost universally negative. They 

frequently cited the lack of discipline of the ARVN soldiers, 
The Path To War | 67

who often fired their weapons indiscriminately. When night 

operations were conducted—which was not very often—little 

noise or light discipline was observed. Two of the American 

officers—one with a VNMC battalion—cited the improper 

treatment of prisoners. Interrogation techniques were “brutal,” 

and prisoners were routinely tortured. Materials taken from 

prisoners were not retained for their intelligence potential, 

but rather were shared among the soldiers. Two officers—

one with a VNMC company—commented that small unit 

leaders were weak and not aggressive. The officer with the 

VNMC company further noted that “individual small arms 

and equipment are poorly maintained” and that the physical 

fitness of the individual Vietnamese marine was substandard. 

More than one Marine observer noted the lack of empathy 

and support shown by the military for the villagers where 

they were operating. To note that the Vietnamese units did 

not take advantage of opportunities for civic action would be 

an understatement. 

Significantly, two participants in the OJT Program noted 

what they believed were serious disconnects between the 

U.S. advisors and their Vietnamese counterparts. A U.S. 

Marine captain assigned to a VNMC battalion reported that 

he “observed resentment towards advisors below the senior 

Marine advisory level.” Another officer, assigned to an ARVN 

battalion, noted a “lack of communication” between the advisor and the unit commander, particularly when engaged with 

enemy forces. He said that on many occasions the advisor had 

no idea what was going on. These observers recommended 

language training and the need for more experience for U.S. 

officers before they assumed advisory duties. 

These comments stand in stark contrast to the observations made by another Marine captain who was assigned to 

the 1st Company, 4th Battalion, of the VNMC. He stated 

that “the individual [Vietnamese] Marine is a tough and 

fearless leader.” Furthermore, he noted that the officers were 

“excellent,” and he spoke positively about their map reading 

skills (they always knew where they were on the map) and 

their ability to read a compass. Clearly, it appears that some 

South Vietnamese units were better—and better led—than 

others. 

In addition to commenting on the performance of the 

Vietnamese units they were observing, some OJT Program participants offered comments on individual items of 

clothing and equipment. A Marine captain, a company commander in the 3d Marine Regiment on Okinawa, noted that 

the U.S. jungle boots issued to him were “outstanding.” They 

dried quickly and permitted good air circulation. He was, 

however, not enamored with the packs then being issued to 

U.S. Marines—the same style worn by those who assaulted 

Okinawa in 1945. He stated that “the U.S. Army haversack 

utilized by the Vietnamese Marines is far superior to our own 

in all respects.” A Marine captain, a company commander in 

the 3d Tank Battalion who was assigned to a VNMC infantry 

company, recommended that “the U.S. Marine Corps adopts 

[sic] the lightweight camouflage utility uniform worn by the 

Viet Namese [sic] Marines. This uniform will dry in 15 minutes, is comfortable in hot weather, and is easy to maintain.”

Late in 1964, the OJT Program was expanded to include 

members of Marine commands located in Hawaii. While 

they continued to be assigned to ARVN units as well as 

VNMC units, program participants as a rule were assigned 

to VNMC units that had a permanent U.S. Marine advisor. 

While they did provide some additional support, their presence was not always viewed as beneficial. One permanent 

Marine Advisory Division advisor noted that “OJTs were a 

mixed blessing—they provided some help but they also were 

an added responsibility for the VNMC commander who was 

charged with their safety.” And their safety could not always 

be assured. As recounted earlier, in a major operation on 31 

December 1964, during which the VNMC’s 4th Battalion 

was dealt a devastating blow by a superior Viet Cong force, 

OJT Program participants Lieutenant Kelliher and Staff Sergeant Beaver were wounded, and Captain Cook was reported 

as missing in action. The program continued into 1965 and 

did not end until major units of the 3d MarDiv landed at Da 

Nang in March 1965.

A program similar to the OJT Program was started in the 

second half of 1963 for field grade officers. The Job Related 

Orientation Program ran for eight days and afforded field 

grade staff officers from FMFPac commands the opportunity to visit the major U.S. headquarters in South Vietnam 

and Thailand. In Da Nang, the visiting officers were briefed 

by the Shufly helicopter task element commander and given 

orientation flights over the I Corps area. In Saigon, where 

they were hosted by the senior Marine advisor, they were 

briefed by USMACV officers and visited with VNMC units 
68 | Marines in the Vietnam War Commemorative Series

for discussions of tactics and problem areas. After four days 

in South Vietnam, the officers were flown to Bangkok, where 

they spent the final four days of their visit. In written reports 

prepared by officers after their visits, several took the opportunity to provide opinions on the war that went beyond the 

normal issues of tactics, intelligence, operations, and logistics. Colonel Warren P. Baker, a member of the 3d MarDiv 

staff, noted that the field advisors with ARVN and VNMC 

operational units expressed less optimism about the progress 

of the war than did USMACV staff members. Lieutenant 

Colonel Harry E. Dickinson stated without qualification that 

“the commitment of sizeable U.S. combat units should not be 

effected except to protect the seat of government” and that “as 

combat units were increased, the forces of Vietnam would do 

less and less.” He concluded by stating, “I strongly disagree 

that any two or three U.S. divisions could achieve real victory 

as has been stated in the press.”

Shufly Operations: 1963–64

On 6 November 1962, the Shufly task unit was redesignated 

TE 79.3.3.6. On the same day, Lieutenant Colonel Alton W. 

McCully, the subunit’s executive officer, assumed command. 

Colonel Ireland, the previous task element commander, 

returned to Okinawa and assumed command of MAG-16. As 

previously noted, HMM-162, commanded by Colonel Leu, 

had relieved Colonel Rathbun’s HMM-163 on 12 January 

1963. Following on the heels of the squadron’s change of 

command, Lieutenant Colonel George H. Linnemeier, the 

recipient of four Distinguished Flying Crosses for action in 

World War II and the Korean War, arrived on 16 January to 

take command of the MABS-16 subunit from Colonel Davis. 

Finally, on 29 January, Lieutenant Colonel Harold F. Brown, 

who had piloted scout–dive bombers during World War II, 

relieved Colonel McCully as the task element commander. 

Flight Operations Continue 

Although the monsoon season (October to April in the 

I Corps area) frequently hampered helicopter operations, 

HMM-162 flight crews went right to work after relieving 

HMM-163. On 19 January, the squadron participated in its 

first operation with an 18-aircraft lift of 300 troops from 2d 

ARVN Division into a mountainous area 15 miles west of 

Da Nang. During this mission, the Marine helicopter crews 

encountered what would be a continuing and troublesome 

Viet Cong tactic: implanting bamboo stakes in landing zones 

to impale the helicopters as they landed. In spite of this new 

hazard, and the fact that two helicopters were struck by smallarms fire while approaching their landing zone, the mission 

was completed successfully. 

Concealed tree stumps also proved hazardous to helicopters during their descents into landing zones in the heavily 

forested areas of I Corps. On 18 February, while attempting 

Photo courtesy of David H. Hugel 

The flight line of HMM-162 in front of the squadron’s main hanger in Da Nang is shown in the summer of 1963. 
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70 | Marines in the Vietnam War Commemorative Series

to insert troops of the 1st ARVN Division into landing zones 

about 18 miles southwest of Hue, five helicopters sustained 

punctures in the bottoms of their fuselages from stumps in 

the landing zones. Extensive damage sustained by one aircraft 

required that it be left overnight. Mechanics were flown in 

the following day to repair the helicopter, which was then 

flown back to Da Nang.

During the second week of March, HMM-162 lost two 

UH-34D aircraft while attempting to locate a downed U.S. 

Army Grumman OV-1 Mohawk (a twin-engine, turboprop, 

electronic reconnaissance aircraft) and its pilot, who had 

parachuted into dense jungle at an altitude near 5,000 feet. 

The combination of the altitude and the high temperature, 

both of which adversely affected the helicopter’s lift capability, made the rescue effort extremely hazardous. Nonetheless, HMM-162 took the mission without hesitation. While 

employing its hoist to lower an ARVN ranger to the site, the 

first rescue helicopter crashed when it lost power. Although 

the crew managed to climb from the wreckage before it 

caught fire, the copilot, Captain David N. Webster, sustained 

severe burns in the subsequent explosion. He succumbed to 

his injuries during the night. A second helicopter that had 

joined the rescue effort from Da Nang also lost power at 

the high altitude and crashed in the vicinity of the downed 

Mohawk. The following day, a third UH-34D that had been 

stripped of approximately 700 pounds of equipment to allow 

it to more efficiently operate at the high altitude successfully 

extracted all survivors and the deceased copilot. The Army 

pilot, who had been found by the crew of the second downed 

helicopter, was also evacuated. The Mohawk was located, and 

Army technicians were helilifted in to examine the debris and 

evacuate its sensitive electronics equipment. 

 On 13 March, while shuttling South Vietnamese rangers to Mang Buc (a government outpost southwest of 

Quang Ngai in northern II Corps), the helicopter came 

under fire from Viet Cong who had filtered into positions 

near the rangers’ perimeter. Three helicopters employed their 

door-mounted M60 machine guns to lay down suppressive 

fire, while the remaining UH-34Ds completed the extraction of the troops in the landing zones. This marked the first 

recorded instance of a Marine helicopter providing close 

air support during actual combat. While similar troop lifts 

were conducted during the first months of HMM-162’s 

deployment, its principal missions—driven in large measure 

by restrictions imposed by the monsoon rains—were resupply 

and medical evacuations. 

As extended periods of clear weather returned in April, 

the tempo of helicopter operations quickened with the 

HMM-162 crews flying more missions into the mountainous areas surrounding Da Nang. Viet Cong opposition also 

increased. On 13 April, HMM-162 lifted 435 men from the 

2d ARVN Division into a suspected Communist stronghold in the mountains along the Song Thu Bon (river) about 

30 miles south of Da Nang. For the first time in the war, 

Marine transport helicopters received a helicopter gunship 

escort. Five Bell UH-1B Iroquois*

 gunships from the Army’s 

Da Nang–based 68th Aviation Company, armed with M60 

machine gun clusters and 2.75-inch rockets, accompanied the 

Marine helicopters to provide suppressive fire. In addition, 

VNAF fighter-bombers conducted preparatory air strikes on 

the landing zones. The initial landing met with no resistance; 

however, on a return flight to evacuate wounded ARVN soldiers, one UH-34D was hit by eight rounds of enemy smallarms fire and forced down. Its copilot, First Lieutenant John 

D. Olmen, was wounded. Two other Marine aircraft managed 

to evacuate Lieutenant Olmen, a wounded American advisor, and one dead and four wounded ARVN soldiers without 

incident. However, on a return flight to evacuate additional 

wounded, one of the UH-34Ds sustained heavy damage from 

enemy fire and was forced down in the vicinity of the first 

downed helo. Corporal Charley M. Campbell, the downed 

helicopter’s crew chief, was wounded in the thigh, chest, and 

back. He was quickly evacuated, but a third helicopter supporting the operation a short distance from where the first 

two choppers were shot down was also shot down after being 

hit four times while approaching an ARVN landing zone. All 

downed aircraft were subsequently recovered.

During HMM-162’s deployment, Marine helicopter support operations inched closer to Laos. Near the end of April, 

the Marines lifted three battalions of the 1st ARVN Division’s 

troops into the mountainous areas of western Quang Tri and 

Thua Thien Provinces near the Laotian border in support of a 

multiregimental drive against suspected Communist infiltration routes. For 90 days, Marine helicopters flew into and out 

*A single-engine, turbine-powered utility helicopter commonly known as 

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72 | Marines in the Vietnam War Commemorative Series 

Marines of HMM-162, led by LtCol Reinhardt Leu, posed 

for a group photograph on 28 May 1963. Several of the 

Marines in the front row had just been awarded Air Medals 

for combat actions against Viet Cong forces.

Photo courtesy of David H. Hugel 
The Path To War | 73
74 | Marines in the Vietnam War Commemorative Series 

of hazardous landing zones at altitudes reaching 4,500 feet. 

Resupply and medical evacuations comprised the majority of 

the operations following the initial insertions of troops, but 

occasionally larger movements were executed to move infantry or artillery units. In a testimony to their proficiency and 

increasing combat-flying skills, no helicopters were lost, and 

no Marines were wounded during this extended operation. 

In a concurrent operation, one helicopter was lost when 21 

of Colonel Leu’s aircraft lifted more than 567 troops of the 

2d ARVN Division into mountainous zones approximately 

22 miles southwest of Tam Ky. On 27 April, one UH-34D 

was shot down by hostile fire, and its pilot—Captain Virgil 

R. Hughes—was wounded in the leg. Although the aircraft 

crash-landed, the remainder of the crew and all embarked 

ARVN soldiers escaped injury. The helicopter was declared a 

total loss, making it the first Marine helicopter loss definitely 

attributable to direct enemy action.

The first week of June saw the return of transports from 

VMGR-152 and, with them, the Marines from HMM- 261, 

the squadron that would replace HMM-162. HMM-162 

had flown 17,670 sorties, logging 8,579 hours in the air. The 

Cessna O-1B Bird Dogs* added approximately 400 sorties 

and 1,000 hours to these figures. On the other side of the 

ledger, the squadron had suffered one Marine killed and three 

wounded, and it had lost three aircraft during its deployment. These figures were testimony to the increased tempo 

of ARVN operations; the increased activity of the Viet Cong; 

and, significantly, the increased danger attached to conducting combat “support” operations for the South Vietnamese military. On 8 June 1963, Lieutenant Colonel Frank 

A. Shook, the commanding officer of HMM-261, relieved 

Colonel Leu’s HMM-162. He committed his squadron to its 

first combat mission that same day. 

One of the largest troop movements conducted by Marine 

helicopters in the period prior to America’s major involvement 

in the war occurred in mid-August 1963. During the second 

*The Marine OE-1 Bird Dog was redesignated as O-1B in 1962.

Photo courtesy of David H. Hugel 

Three UH-34Ds from LtCol Frank A. Shook’s HMM-261 flare into a landing zone to unload their Vietnamese troops during 

combat operations southwest of Da Nang in the summer of 1963.
The Path To War | 75

week of August, the task element staff under the command of 

Colonel Andre D. Gomez and other American and I Corps 

Vietnamese officers began planning for an operation that 

would be a major retrograde movement of South Vietnamese 

forces from bases near the Laotian border. The plan, to be 

executed over three days, called for the movement of approximately 1,300 troops with their artillery and equipment from 

infiltration routes in western Quang Nam Province along the 

Laotian border to Thoung Duc, a government-held town 30 

miles southwest of Da Nang. 

On 15 August, 20 HMM-261 helicopters, 18 conducting troop lifts and 2 serving as replacement and search-andrescue aircraft, began evacuating 500 ARVN troops from the 

first landing zone. Vietnamese UH-34s and unarmed U.S. 

Army UH-1Bs also participated in the evacuation. The first 

landing zone was located along a streambed approximately 

five miles from the Laotian border. It was surrounded by steep, 

jungle-covered ridgelines up to 1,000 feet in altitude and 

could accommodate only three helicopters at a time. Security 

was provided by a 125-man ARVN force that covered the 

evacuation from the ridgelines until it was completed. The 

evacuation was executed without incident and completed in 

four hours. At that point, the security force began marching 

overland to the second landing zone, from which it would be 

evacuated. 

The second landing zone, also small, was located on a 

valley floor and was surrounded by hills approximately 500 

feet high. From this zone, the remaining ARVN troops, two 

105mm howitzers, and the 125-man security force from 

the first landing zone were evacuated on 16 and 17 August. 

With very few complications—a concern about possible fuel 

contamination slowed the operation for a short period—the 

evacuation was completed on 17 August without serious 

incident and with no losses. Furthermore, during the threeday operation, not a single aircraft or soldier had been hit by 

enemy fire.

This three-day movement of 1,300 ARVN troops, with 

their equipment and supplies, was one of the most successfully 

Photo courtesy of David H. Hugel 

Landing zones were often small and not well prepared. Here a Marine UH-34D drops into a small landing zone to resupply a 

remote ARVN outpost. 
76 | Marines in the Vietnam War Commemorative Series 

executed helicopter operations conducted in South Vietnam 

in the early 1960s. Its success was attributed to two factors: 

the detailed planning by all units, particularly the South Vietnamese plans for the ground defense of the landing zones, 

and the extraordinary coordination between the airborne Air 

Support Operations Center, the operational aircraft, and the 

air liaison on the ground. These factors were instrumental in 

coordinating and overcoming problems in this multiservice, 

bilingual effort. 

In the period following the mid-August retrograde operation, HMM-261’s operations continued at a normal level. The 

squadron lost its second UH-34D to mechanical problems 

only two weeks before its scheduled departure from South 

Vietnam. On 16 September, the helicopter crashed 25 miles 

west-southwest of Hue while carrying a South Vietnamese 

assault force. The crew and passengers escaped without injury. 

The aircraft, damaged beyond repair, was stripped of its usable 

parts and burned. 

Shortly after this incident, the first elements of HMM361 began arriving to replace the departing HMM-261. 

When HMM-261 ended operations, it had flown 11,406 

sorties and accumulated 5,288 combat flying hours. The 

squadron’s UH-34Ds had lifted more than 6,000 troops and 

nearly 1.9-million pounds of cargo, as well as conducted more 

than 600 medical evacuations. HMM-361, commanded by 

Lieutenant Colonel Thomas J. Ross, who had earned five Distinguished Flying Crosses for combat flying in World War II 

and Korea, relieved Colonel Shook’s HMM-261 on 2 October 1963. 

Less than a week after assuming operational responsibility, HMM-361 suffered its first combat losses. On 8 October, two UH-34Ds crashed almost simultaneously while on 

a search-and-rescue mission 38 miles southwest of Da Nang. 

The crashes cost the lives of the four pilots, five Marine crewmen, the squadron’s flight surgeon, and two Navy corpsmen. 

Contemporary news accounts cited this tragic incident as the 

greatest loss of American lives in a single event up to that 

point in the war.

Darkness on 8 October precluded locating the two downed 

aircraft. By the time they were found on 9 October, Viet 

Cong forces had surrounded the crash sites and were waiting 

for the recovery aircraft to arrive. Initial attempts to enter the 

sites were repulsed by intense ground fire. An ARVN security 

force was requested, and later in the day, 254 South Vietnamese soldiers were lifted into landing zones a short distance 

from the crash sites. Their mission was to assault the crash 

sites and clear them of enemy resistance. While inserting the 

ARVN troops, HMM-361’s aircraft were again subjected to 

intense ground fire and were hit nine times. 

The following day, as the ARVN forces closed on the 

crash sites, three HMM-361 helicopters, supported by 

Photo courtesy of David H. Hugel 

The Shufly Marines’ cantonment in Da Nang in the summer 

of 1963. 

Photo courtesy of David H. Hugel 

An HMM-261 UH-34D extracts a small ARVN force from a 

landing zone near Da Nang in South Vietnam’s I Corps. 
The Path To War | 77

armed helicopter and fixed-wing aircraft, managed to insert 

an inspection team into the sites to recover the bodies and 

survey the wreckage. Intense automatic weapons fire forced 

the UH-34Ds to depart the landing zones, leaving the 

inspection team to find cover on the ground. After the Communist fire had been suppressed, the HMM-361 helicopters 

returned and evacuated the inspection team and all of the 

Marine and Navy casualties. There was some speculation that 

the two helicopters had collided in flight while attempting 

to evade enemy ground fire. However, the inspection team 

found evidence of small-arms fire in the wreckage of the two 

aircraft. That evidence, plus the positions of the two downed 

aircraft, led Colonel Ross to believe that the helicopters had 

been shot down by hostile fire. 

On 11 October, a third helicopter was forced down after 

being hit twice in the engine and once in the wheel strut 

during an ARVN resupply mission. Once again, South 

Vietnamese ground forces provided security while mechanics flown in from Da Nang replaced the helicopter’s engine. 

Although the last two weeks of October were characterized 

by uneventful resupply and medical evacuation missions, 

October had seen HMM-361’s helicopters fired at on 46 different occasions and hit 18 times—a one-month record for 

Marine helicopter squadron operations in South Vietnam. 

With the arrival of torrential monsoon rains in the Da 

Nang area in mid-November, HMM-361’s combat operations would diminish to a low level for the remainder of the 

year. In December, the squadron flew only 230 sorties for a 

total of 338 flight hours. 

As the new year arrived, resupply and medical evacuations 

constituted the bread-and-butter missions for HMM-361. 

However, even these missions were becoming dangerous. On 

3 January 1964, the squadron suffered its first loss of the year 

when a UH-34D on a medical evacuation mission was hit six 

Photo courtesy of David H. Hugel 

Cpl David H. Hugel, a Shufly combat photographer, stands in front of a Marine GV-1 Hercules transport. The twice-weekly resupply runs made by these aircraft brought mail, spare parts, and small items of equipment to the Marines at Da Nang.
78 | Marines in the Vietnam War Commemorative Series 

times during its descent into the landing zone and crashed 

into the jungle. None of the crew was injured, and all were 

quickly rescued by a second UH-34D. This downed helicopter marked the second loss definitely attributable to enemy 

fire since Shufly’s arrival in-country nearly two years earlier.

A much more difficult mission was passed to HMM-361 

the following week. It involved the evacuation of a 200-man 

Civilian Irregular Defense Group (CIDG) force and its 

American advisor from a mountainous area about 30 miles 

west-southwest of Da Nang. While the force was conducting a reconnaissance mission, adverse weather had allowed a 

Viet Cong force of undertermined strength to get too close 

to the CIDG camp and possibly destroy it before the weather 

improved. With only limited intelligence available, Colonel Ross elected to first conduct aerial reconnaissance in an 

O-1B Bird Dog. The reconnaissance revealed an extremely 

poor landing zone—a hilltop knot exposed to a 360-degree 

field of fire. Switching to a UH-34D and flying the lead helicopter into the zone, the squadron commander’s helo took 

heavy enemy fire, resulting in hits puncturing the aft section 

of the fuselage and wounding the loadmaster. The second 

helicopter, following close behind, was also hit. Colonel Ross 

led the 14 UH-34Ds a safe distance from the landing zone 

where he and the American CIDG force advisor discussed 

moving the troops to an adjacent and more secure landing 

zone. After some delay, the Vietnamese unit moved to the 

new landing zone and the HMM-361 pilots completed the 

evacuation without further incident. 

With enemy fire on Marine aircraft increasing in frequency, concern began to focus on the issue of administering aid to 

pilots and crew members wounded in flight. A crew member 

wounded in the helicopter’s cabin could be attended to by 

anyone else in the cabin. For pilots, however, there was no 

alternative but to land the aircraft—frequently not possible 

in the rugged Viet Cong–infested mountainous jungle—then 

pull the wounded pilot from the cockpit’s side window and 

lower him to the ground. A safer and faster method—bringing the pilot from his seat directly into the aircraft’s cabin—

was devised by Lance Corporal Larry R. Rich, an innovative 

Marine crew chief. Rich knew that if the permanent bolts 

holding the cockpit seats in place were removed, the seat 

would drop into the cabin. He removed these permanent 

bolts and replaced them with castellated nuts, inserted cotter 

pins in the nuts, and used safety wire to connect the bolt 

heads. A wounded pilot could now be lowered into the cabin 

by his crew chief in less than a minute by simply pulling out 

the cotter pins, unscrewing the castellated nuts, and unfastening the pilot’s safety belt. For his innovative thinking, Rich’s 

commanding officer, Colonel Ross, recommended the lance 

corporal for the Navy Commendation Medal. 

As January drew to a close, so too did HMM-361’s tour 

as the Shufly squadron. While the early arrival of the monsoon rains had somewhat limited the squadron’s ability to fly 

combat missions, it had flown 4,236 combat hours and just 

under 7,000 sorties. Moreover, its officers and enlisted crew 

members had acquitted themselves in a manner that would 

make any squadron commander proud. In a February 1964 

awards ceremony at Marine Corps Air Station Iwakuni, 

Japan, Major General Frank C. Tharin, the 1st MAW commanding general, recognized 55 squadron members with 

awards, remarking, “I’m proud to be a member of the same 

organization as you men.” Four Marines—Captains John 

W. Alber, Robert K. Ervi, and Paul H. Wagener, and Lance 

Corporal Phillip B. Adams—were awarded the Purple Heart. 

In addition, 21 HMM-361 Marines—ranging in grade from 

corporal to major—were awarded the Air Medal, and 30 

enlisted Marines received the combat air crew insignia.

On 1 February, Lieutenant Colonel John H. La Voy, 

commanding Marine Medium Helicopter Squadron 364 

(HMM-364), relieved Colonel Ross. Colonel La Voy was a 

helicopter combat veteran of the Korean War. Two weeks earlier, Colonel Robert A. Merchant, who had served as an artillery battalion commander in World War II and as a Marine 

attack squadron commander in Korea, assumed command of 

the Shufly task element. And on 7 February, Lieutenant Colonel Samuel G. Beal, a veteran of World War II and Korea, 

relieved Lieutenant Colonel Robert M. Cassidy as the commander of the MABS-16 subunit. 

In January 1964, while still the commander of the task 

element, Colonel Gomez had been advised by USMACV 

that the entire task element would be withdrawn from RVN 

during the first half of 1964. Further, prior to the Shufly task 

element’s departure, it would be tasked to establish a program 

to train VNAF pilots to fly the UH-34Ds and Vietnamese 

mechanics to maintain them. It was planned that a VNAF 

squadron would take over the Marines’ 24 helicopters on 
The Path To War | 79

30 June 1964, and the entire task element would return to 

Okinawa. 

As a consequence of these assignments, when his squadron took over from HMM-361 on 1 February, Colonel La 

Voy found himself a man with many missions. His principal mission was to provide combat support for South Vietnam’s ground forces in I Corps. Three additional goals would 

require his time in the coming months. The first was to train 

an adequate number of Vietnamese pilots in flying UH-34D 

helicopters so that they would be capable of assuming the 

squadron’s missions on 30 June. He also had to train South 

Vietnamese maintenance personnel adequately to ensure the 

flightworthiness of the aircraft that would soon be theirs. 

Finally, he had to lay the groundwork for the orderly transfer 

of 24 UH-34D helicopters and all of the task element’s maintenance facilities to the VNAF. While the entire unit pushed 

hard to accomplish these missions, the burden of responsibility weighed most heavily on Colonel La Voy.

The first class of eight Vietnamese pilots began its 50-hour 

course of flight instruction on 4 February, which included 

formation flying, landing practice, and night and instrument 

flying. Because each student pilot had already qualified as a 

Photo courtesy of David H. Hugel 

LCpl Larry R. Rich of HMM-361 demonstrates the procedure he developed for removing a wounded pilot from the seat of his 

UH-34D helicopter while the aircraft is in flight.
80 | Marines in the Vietnam War Commemorative Series 

copilot and had at least 25 hours of flight time in a VNAF 

UH-34D aircraft, training was conducted concurrently with 

normal operations. As a result, the Vietnamese pilots, flying as 

copilots on operational squadron missions, were able to gain 

firsthand knowledge of the helicopter tactics being employed 

in the northern provinces by their Marine trainers. The first 

class of VNAF pilots graduated on 9 March. Subsequent 

classes would be conducted through 1964 with improved 

instruction, including flying sections of two and four helicopters as integral elements of larger Marine operations. 

While the ground crews were keeping the UH-34Ds 

in the air, they provided extensive training to Vietnamese 

mechanics; crew chiefs; and engineering, supply, operations, 

and ordnance personnel. Although language was a problem 

and the training mission meant a considerable increase in the 

workload for these already busy maintenance crews, the requisite knowledge and skills were successfully transferred to 

their Vietnamese students. 

The monsoon rains severely limited flight operations 

through March, but brief periods of clearing did allow 

HMM-364 to conduct limited operational missions. On 5 

March, with support from U.S. Army and VNAF helicopters, the squadron lifted an ARVN patrol from its base at 

An Diem to a landing zone adjacent to the Laotian border. 

When an operational accident forced an Army Huey gunship 

down en route, two Marine helicopters quickly rescued the 

crew and the helicopter’s weapons, while plans were made to 

recover the downed helicopter. In the afternoon, the Marines 

Defense Department (Marine Corps) A329570 

South Vietnamese troops unload ammunition from a Marine UH-34D while a loadmaster, standing on top of the wheel and wheel 

strut, communicates with the pilot. 
The Path To War | 81

returned with 15 helicopters, a 64-man ARVN security team, 

2 Army U-1Bs, and a maintenance crew. The maintenance 

team quickly repaired the downed helicopter, which was then 

flown back to Da Nang. 

To improve the safety and efficiency of helicopter operations, La Voy’s crews made equipment and operational 

changes based on their experiences. To increase protection 

to the helicopter’s port side, the squadron’s metalsmiths 

developed and built a flexible mount for an additional M60 

machine gun. This improvement called for an additional crew 

member, which lowered the carrying capacity of the aircraft, 

but allowed a gunner to fire at targets on the left side of the 

aircraft. After testing proved the concept to be sound, all 24 

helicopters were fitted with a second M60 machine gun. 

Prior to HMM-364’s arrival, loadmaster duties had been 

rotated among many of the squadron’s Marines. To improve 

the efficiency of loading helicopters—a critical consideration 

when landing in zones at high altitudes or under enemy 

fire—Colonel La Voy assigned one pilot and two crew chiefs 

to permanent loadmaster duties. While a relatively minor 

fix, it improved the coordination of the Marines’ helicopter 

operations and ARVN ground forces. 

April saw the return of good weather and, with it, the 

resumption of ARVN offensives into the rugged mountains 

surrounding Da Nang. On 6 April, the squadron participated 

in an allied helicopter lift carrying 42 ARVN soldiers from 

Tam Ky to a landing zone about 18 miles directly west of 

Quang Ngai. The mission was executed without incident. 

However, operations on 14 April to evacuate wounded 

ARVN infantrymen from a hillside landing zone on the 

Laotian border resulted in the squadron’s first helicopter loss. 

While leaving the landing zone under enemy fire, a UH-34D 

was hit in the engine and plunged 150 feet down a hillside, 

crashing through the jungle and into a stream. Fortunately, 

the only injury was a broken leg suffered by the crew chief. 

The crew and passengers carried the injured Marine up the 

hill to the ARVN landing zone where they were evacuated 

without further incident. 

In late April, HMM-364 joined with VNAF and U.S. 

Army helicopters to support a multibattalion ARVN offensive into a mountainous Viet Cong stronghold located along 

the northern border of II Corps. Code-named Operation 

Sure Wind 202, it required all of the transport helicopter 

assets available in I and II Corps. HMM-364’s mission was 

to lift a 420-man ARVN battalion from the airfield at Quang 

Ngai to a landing zone approximately 30 miles to the west. 

Although the landing zone was prepared by 12 Vietnamese 

Skyraiders and 5 U.S. Army Huey gunships, the Viet Cong’s 

.50- and .30-caliber machine-gun fire was so intense around 

the landing zone that all aircraft were ordered back to Quang 

Ngai to refuel and rearm. The second attempt to land met 

with more success, but it was not without cost. The first 

UH-34Ds touched down at 1230, and several immediately 

sustained hits from automatic weapons fire. One aircraft, 

hit during its descent and critically damaged, crashed in the 

zone. The crew was quickly picked up by a search-and-rescue 

helicopter piloted by Major John R. Braddon. The second 

troop lift entered the zone at approximately 1355, and several Marine and one VNAF helicopters were hit by enemy 

.50-caliber machine-gun fire. The VNAF aircraft lost its tail 

rotor controls and crashed in the zone, where the crew was 

quickly picked up by Major Braddon’s aircraft. When the 

fourth and final lift of the day was executed at 1730, 374 of 

the 420-man battalion had been lifted into the zone. Of the 

19 participating Marine helicopters, 15 had been hit, and 

only 11 of the Marine and VNAF helicopters assigned to the 

operation remained airworthy. Fourteen Marine helicopters, 

many of which were repaired during the night, completed the 

lift the following morning. 

The USMACV and II Corps staffs had originally planned 

to employ the Marine helicopters only for the assault phase of 

the operation. However, in light of the enemy resistance and 

the anticipated ARVN requirements in the days ahead, the 

American command in Saigon directed the Shufly Marines 

to support Sure Wind 202 for its duration. When the operation concluded on 25 May, HMM-364’s crews had flown 983 

sorties for a total of 800 combat flight hours. 

On 1 June, HMM-364 helicopters returned to II Corps 

to support Operation Sure Wind 303. In two days of flying, 

15 UH-34Ds contributed 180 sorties to the assault phase of 

the operation. Unlike Sure Wind 202, the missions were executed without incident, and no battle damage was sustained 

by the Marine aircraft. 

Orders Extend and Expand Shufly’s Mission 

Increased Viet Cong activity and the limited ability of the 
82 | Marines in the Vietnam War Commemorative Series 

ARVN forces to respond unassisted to enemy attacks had led 

senior USMACV planners in late May 1964 to conclude that 

U.S. advisors and combat support forces would be needed for 

the foreseeable future. As a key component of these combat 

support forces, the Shufly element in Da Nang was about to 

receive a change in orders. General Westmoreland proposed 

to the CinCPac that the Marine helicopter squadron and its 

supporting organizations be retained at Da Nang indefinitely. 

He further recommended that HMM-364 move forward 

with its plan to turn over its helicopters and maintenance 

equipment to the VNAF on 30 June as scheduled and that 

the squadron then be replaced by another, fully equipped 

Marine UH-34D helicopter squadron. CinCPac concurred 

and passed the recommendations to the JCS, who approved 

them on 10 June 1964. The Marine Corps began immediate 

preparations to deploy another fully equipped medium helicopter squadron to South Vietnam’s I Corps.

The Shufly squadron saw its mission again expanded 

when it was directed to begin supporting the operations of 

U.S. forces. USMACV directed Marine helicopters to provide search-and-rescue support to U.S. aerial reconnaissance operations that had begun flying over Laos and North 

Vietnam. After 7 June, at least two UH-34Ds (one section) 

would be stationed either at Quang Tri or Khe Sanh, ready 

to conduct search-and-rescue missions in support of U.S. 

and VNAF pilots. While deployed, the Marine helicopters 

were also able to provide critically needed support to Marine 

Detachment, Advisory Team One, located eight miles north 

of Khe Sanh on Tiger Tooth Mountain (Dong Voi Mep in 

Vietnamese). At 5,500 feet elevation, this mountain was the 

highest terrain feature in northern I Corps.

The advisory team provides an interesting insight into one 

of the several groups of Marines that supported the South 

Vietnamese government in the years before major combat 

units were committed in March 1965. The unit, designated 

the Signal Engineering Survey Unit, consisted of 3 officers 

and 27 enlisted Marines assigned from FMFPac’s 1st Radio 

Company and Headquarters, Marine Corps. Commanded 

by future Commandant, then-Major Alfred M. Gray Jr., 

the unit arrived in Da Nang on 20 May accompanied by a 

76-man security detachment from Company G, 2d Battalion, 

9th Marines, commanded by First Lieutenant Raymond J. 

Otlowski. U.S. Air Force Fairchild C-123 Provider transports 

lifted the unit and its security detachment to Khe Sanh in the 

northwest corner of South Vietnam’s Quang Tri Province. 

There it remained while building a supply base and establishing a sizeable force of replacements for the Marines that 

would deploy to the austere operating base on Tiger Tooth 

Mountain. 

On 13 June, Army UH-1B helicopters successfully lifted 

Major Gray plus nine enlisted men and several thousand 

pounds of equipment to a small landing zone that had been 

cleared by ARVN soldiers near the mountaintop. On this 

same day, a Marine UH-34D attempting to land with supplies for Major Gray’s team was caught in severe downdrafts 

and crashed. The crew escaped injury, but the aircraft was 

declared a total loss. Radios and machine guns were removed 

and the helicopter was burned. Inclement weather then terminated flight operations until 21 June, when Shufly helicopters completed lifting the 73 Marines and approximately 100 

ARVN troops to the landing zone. An additional pool of 81 

Marines—both security forces and radiomen—remained at 

Khe Sanh to relieve the Marines on the mountaintop when 

needed.

Signals intelligence was the unit’s mission, and from its 

mountaintop north of Khe Sanh, the unit “routinely picked 

up North Vietnamese radio transmissions describing activity 

up and down the [Ho Chi Minh] Trail.” The Marines operated for nearly a month without adverse incident until, during 

the second week of July, a severe storm struck their mountaintop base, blowing down tents and antennae, destroying 

fighting positions, and rendering radio operations impossible. 

On 17 July, a Viet Cong force probed the Marines’ lines and 

initiated a two-hour, intense machine-gun and rifle exchange. 

Although no Marines were wounded in the firefight, their 

location had been comprised. The next day, USMACV 

ordered Major Gray’s unit to withdraw. Employing all available helicopters, HMM-162 lifted the 92-man team and 

its 92,000 pounds of equipment off Tiger Tooth Mountain, 

depositing them safely at Khe Sanh before the end of the day 

on 19 July. On 22 July, U.S. Air Force C-123s airlifted them 

to Da Nang. 

On 13 August, Major Gray was relieved by Captain 

Raymond A. Becker, a communications officer from the 1st 

Radio Company. Shortly after Becker’s arrival, the Company G security detachment from the 9th Marine Regiment 
The Path To War | 83

was relieved by Company K, 3d Battalion, 3d Marines, 

commanded by Captain William R. Irwin. Under Captain 

Becker, Advisory Team One deployed on 19 August with its 

radiomen and approximately 4,000 pounds of equipment to 

Dong Bach Ma, a 3,500-foot-high mountain approximately 

25 miles northwest of Da Nang. The mountaintop, accessible from Route 1 by a hard surface road, was the site of 

an abandoned French resort. The team established its operations center in an old but well-preserved religious building. 

After initial support provided by ARVN trucks helped to 

establish the communicators and their security detachment, 

additional support was provided by Shufly helicopters. The 

radio operators plied their trade without incident until 10 

September 1964, when the unit was returned to Da Nang 

and disbanded. 

Several other Marine units served in South Vietnam in 

various capacities and at different times in the period before 

March 1965. A Marine guard detachment provided much 

needed security for the U.S. embassy in Saigon. In response 

to increasing threat levels in 1964, its size was increased until 

only the U.S. embassy in Paris could boast of a larger detachment. By the end of 1964, the Saigon embassy detachment 

numbered 30 Marines. A special operations group—with 

6 officers and 21 enlisted Marines—sharpened its skills in 

Defense Department (Marine Corps) A329574 

A formation of Marine UH-34Ds transport ARVN troops into the mountains southwest of Da Nang. 
84 | Marines in the Vietnam War Commemorative Series 

South Vietnam’s counterinsurgency environment while operating under the control of USMACV. Okinawa-based 3d 

Reconnaissance Battalion Marines undertook an extensive 

survey of Cam Ranh Bay to ascertain its value as a potential naval port. In late 1964, the Marine Corps was assigned 

a share of the advisory billets to ARVN units. As a result, 

60 officers and noncommissioned officers were assigned to 

Vietnamese army units in I Corps. Four-man teams—each 

with a captain, first lieutenant, gunnery sergeant, and corporal 

(radio operator)—were hastily formed and sent south from 

the 3d MarDiv on Okinawa. The first of these teams arrived 

in mid-September. 

Also in late 1964, two advisor billets were created for 

Marines to support the Vietnamese Navy. Marines assigned 

to these billets supported Vietnamese naval units operating 

in the Rung Sat Special Zone, a vast mangrove swamp area 

located southeast of Saigon. This zone straddled the Long 

Tao River, which was the main commercial shipping channel 

from the South China Sea to Saigon. Communist insurgents 

infested this nearly impenetrable area and were posing a serious threat to ships arriving to and departing from Saigon. 

Thus, by year’s end, U.S. Marines were providing advisory 

support to three of South Vietnam’s four military services. 

Incrementally, but steadily, the Marines were getting into the 

fight in South Vietnam, a fight that was showing no signs of 

abating.

To devote itself full-time to preparations for turning its 

helicopters and equipment over to South Vietnam’s air force, 

Colonel Le Voy’s squadron ended combat support operations 

on 16 June 1964. When this task was completed, the squadron began to depart, with the last of HMM-364’s Marines 

leaving Da Nang for Okinawa on 30 June. VNAF’s newly 

formed 217th Squadron informally accepted HMM-364’s 

helicopters on 19 June. Formal acceptance would come 10 

days later, with appropriate dignitaries on hand to bear witness to this significant milestone. 

While HMM-364’s pilots, crew chiefs, and mechanics 

were completing training for the Vietnamese squadron that 

would assume ownership of their helicopters, HMM-162’s 

flight crews were flying their UH-34Ds into the airfield at Da 

Nang from the USS Valley Forge. Lieutenant Colonel Oliver 

W. Curtis, HMM-162’s commanding officer and the recipient of four Distinguished Flying Crosses for service in World 

War II and the Korean War, assumed operational responsibility for the Shufly mission on 17 June. 

HMM-162’s first major troop lift came in early July when 

the squadron was tasked to helilift urgently needed reinforcements to the Nam Dong CIDG camp in south-central 

Thua Thien Province. The camp and surrounding Montagnard villages were defended by only a few U.S. Army Special 

Forces and Australian advisors and three CIDG companies 

with fewer than 90 men each. On 6 July, Communist forces 

launched a large ground attack against Nam Dong’s barbed 

wire–enclosed main camp. Shortly after 0400, with the 

camp holding out against intense mortar and machine-gun 

fire, Army Captain Roger H. C. Donlon, the Special Forces 

officer in charge, radioed for assistance. At 0600, six Marine 

helicopters loaded with Special Forces and South Vietnamese 

reinforcements, and accompanied by two Army Huey gunships providing cover, departed Da Nang for Nam Dong. Initial attempts to land the reinforcements failed as the mortar 

and ground fire was too intense. The entire flight returned to 

Da Nang to refuel. At 0945, air strikes were conducted on 

the high ground to the south and west of the camp. Then, led 

by Colonel Curtis, 18 UH-34Ds accompanied by 4 UH-1B 

gunships began landing a 93-man relief force and evacuating 

the outpost’s dead and wounded. At 1545, a flight of 10 UH34Ds returned with 9,500 pounds of ammunition, medical 

supplies, radios, and other equipment. By then, the battle was 

over and the camp remained in friendly hands. But the cost 

was considerable: 2 Americans, an Australian advisor, and 55 

South Vietnamese soldiers had been killed. Captain Donlon, 

who would earn the Medal of Honor for this action, and 64 

Vietnamese combatants had been wounded. The Viet Cong 

failed to overrun the camp and left 62 dead in the area surrounding the outpost. 

As July wore on, the squadron’s daily missions continued. 

Most were calls for resupply and medical evacuation and were 

flown in the face of increasing enemy gunfire. On 6 and 8 July, 

squadron helicopters were hit while flying medical evacuations. On 15 July, a UH-34D was hit by small-arms fire while 

supporting a routine resupply mission south of Da Nang. 

And on 9 August, another HMM-162 helicopter drew fire 

while evacuating a wounded U.S. advisor from a coastal village eight miles west of Tam Ky. 

The squadron conducted its last major heliborne assault 
The Path To War | 85

mission during the first week of September. Fifteen HMM162 helicopters combined with Army, Air Force, and VNAF 

aircraft to support a 2d ARVN Division heliborne assault 

against Communist infiltration routes in the southwestern 

border region of Quang Nam Province. No enemy resistance 

was encountered, and the lift was completed without incident. Support continued through the next morning. When 

the operation was completed, the Marines had flown 265 sorties for a total of 180.2 flight hours. 

 Soon the Marine flight crews would have another enemy 

to fight: the monsoon rains and their accompanying typhoons. 

The first—Typhoon Violet—struck the second week in September, causing all flights to be cancelled on 14 September. 

When flights resumed the afternoon of the following day, 

HMM-162 conducted an emergency evacuation of storm 

victims from Tam Ky, which had been particularly hard hit. 

On 21 September, in the face of a more severe storm, Colonel 

Curtis was ordered to displace his squadron to Nha Trang, 

some 325 miles to the south. At this more secure location, 

the squadron harbored from the storm until 23 September 

when it was safe to return to Da Nang. That storm—Typhoon 

Tilda—caused considerable damage to the task element’s 

facilities at Da Nang. Most permanent buildings had water 

damage; electrical power and teletype communications were 

lost for a week; and only concerted efforts kept power outages at the water point and the mess hall to a minimum. On 

the day of their return, HMM-162 crews resumed combat 

operations, flying 19 passengers and 4,000 pounds of cargo 

to Tien Phuoc, a government town located seven miles west 

of Tam Ky. 

On 8 October 1964, Colonel Curtis passed responsibility 

for all helicopters and maintenance equipment to Lieutenant Colonel Joseph Koler Jr., commanding officer of HMM365. In its three-month deployment, HMM-162 had flown 

approximately 6,600 sorties for a total of just over 4,400 flight 

hours. Many of the flights had been humanitarian missions to 

assist citizens in the wake of the typhoons that had ravaged 

the northern provinces.

Colonel Koler, who had started his Marine career as an 

infantry platoon leader in China after World War II, lost no 

time in getting his squadron into action. On its first day of 

operations, the squadron lifted more than 25,000 pounds of 

cargo to various camps around Da Nang. The following day, 

12 helicopters lifted a force of ARVN troops to an outpost in 

Quang Nam Province that was less than seven miles from the 

Laotian border. These initial flights were not executed without some adversity. On 11 October, eight UH-34Ds were 

fired on by hostile forces as they landed a 112-man ARVN 

unit 10 miles west-southwest of Tam Ky. The following day, 

the squadron lost its first aircraft when a UH-34D lost power 

and crashed while attempting to take off from a landing zone 

located high in the mountains of Quang Nam Province. Later, 

while approaching a poorly protected landing zone 10 miles 

southwest of Tam Ky, the squadron suffered its first casualties when small-arms fire wounded both the copilot and the 

crew chief. The pilot managed to fly the helicopter to Tam Ky, 

where the seriously wounded copilot was evacuated and the 

crew chief was administered first aid. 

On 4 November, Typhoon Iris struck the South Vietnamese coast. Except for emergency medical evacuations, 

the following week of continuous rain, wind, and fog caused 

all flight operations to be cancelled. On 10 November—the 

Marine Corps’ birthday—flight operations resumed. On 

that day, HMM-365 flight crews rescued 144 flood victims, 

employing the helicopters’ hoists to pluck many of them 

from trees and rooftops. The next day, in poor visibility and 

harassed by small-arms fire that hit three of the squadron’s 

aircraft, the unit lifted an additional 1,136 flood victims to 

safety. On 16 November, Typhoon Kate arrived, adding more 

to the misery of the South Vietnamese peasants living in the 

low flatlands adjacent to the coast. HMM-365 and VNAF 

helicopter units located in the I Corps area moved quickly 

to address yet another humanitarian disaster; however, the 

magnitude of the rescue efforts required as a result of this 

storm, coming before humanitarian relief had been completed for the previous typhoon’s victims, proved to be beyond 

their capabilities. To support relief efforts, Colonel Curtis’s 

HMM-162—now assigned to the U.S. Seventh Fleet’s Special Landing Force—flew his squadron ashore on 17 November and participated in the humanitarian relief effort for the 

next six days. By 23 November, HMM-162 had flown over 

600 hours and conducted 1,020 sorties in support of the 

disaster relief operations. 

In response to heightened threat levels in the Da Nang 

area, the Shufly security force was significantly increased in 

November. On 25 November, the 2d Battalion, 9th Marines, 
86 | Marines in the Vietnam War Commemorative Series 

security force was relieved by Company L, 3d Battalion, 9th 

Marines. The company was reinforced with engineers, 81mm 

mortar teams, and countermortar radar personnel. While 

Captain John Sheridan, the company commander, retained 

tactical control of his infantry unit, the overall 255-man 

organization—designated the Security Detachment, Marine 

Unit Vietnam—was commanded by Major William F. Alsop, 

the battalion’s executive officer. The reinforced rifle company 

was split, with one element providing security for the Shufly 

hangar and flight line while the other took responsibility for 

the living quarters. The engineers built ammunition bunkers, 

machine-gun positions, and mortar pits, and Captain Sheridan established a reaction force prepared to board trucks to 

defend the squadron’s aircraft and maintenance facilities 

against enemy attack.

As 1964 drew to a close, the Marines could count more 

than 800 of their number in South Vietnam. Most were in 

I Corps and included the Shufly squadron, with its command and support elements; the 255-man 3d Battalion, 

9th Marines Security Detachment; and 60 Marine advisors 

attached to I Corps ARVN units. U.S. Marine advisors to the 

VNMC served throughout the country, and a Marine guard 

detachment provided security for the U.S. embassy in Saigon. 

Many more were soon to arrive. By the end of 1965, Marines 

in South Vietnam would dwarf this 800-plus Marine force. 

While flying flood-relief missions into December, HMM365 also continued to support combat operations throughout 

the I Corps area. The monsoon rains caused the cancellation 

of many of the planned heliborne operations; nevertheless, 

the brief periods of good weather allowed the squadron to 

conduct its resupply and medical evacuation missions, even 

into the most remote and mountainous regions of I Corps. As 

of 31 December, the squadron’s crews had flown more than 

6,700 sorties for a total of 4,700 hours of flight time. And as 

1964 drew to a close, Colonel Koler’s squadron had passed 

the midpoint of its deployment. On 31 December, FMFPAC 

redesignated the Shufly task element. From that date until it 

was folded into the 9th Marine Expeditionary Brigade (9th 

MEB) in mid-March 1965, it would be known as Task Unit 

79.3.5, Marine Unit Vietnam.

The End of the Beginning: January–March 1965

The devastating losses suffered by South Vietnam’s 4th Marine 

Battalion and ARVN Ranger battalion near the town of Binh 

Gia in Phuoc Thy Province at year’s end were a harbinger 

of things to come. The Viet Cong’s successful multiregiment 

operation reflected a combat force capable of closing with 

large ARVN and VNMC units and defeating them. The initiative was now clearly with the Communist forces. General 

Westmoreland reported the action at Binh Gia as the start 

of the final Communist offensive. He saw it as “an intensive 

military challenge which the Vietnamese government could 

not meet with its own resources.” 

 Westmoreland had more than just the Binh Gia debacle on which to base his observations. Attacks of increasing 

intensity against American and South Vietnamese forces—

Americans in South Vietnam now numbered more than 

23,000—had been escalating for some time and continued to 

grow as the new year approached. For instance, on 1 November 1964, Communist forces mortared U.S. facilities at the 

Bien Hoa air base near Saigon, killing four American soldiers 

while destroying five Martin B-57 Canberra bombers and 

badly damaging eight others. On Christmas Day, insurgents 

bombed a U.S. officers’ quarters in Saigon, killing 2 Americans and wounding over 50 others. 

On 7 December, U.S. Marine and Army helicopters airlifted 240 soldiers of the ARVN’s 11th Ranger Battalion to 

attack a known Viet Cong force located in a village less than 

five miles from Da Nang. Although successful—nine guerrillas were killed and four others were captured—it was not 

lost on anyone that the Viet Cong were now bold enough to 

operate within five miles of one of South Vietnam’s major 

cities. In another demonstration of the Communists’ strength 

and audacity, a large insurgent force attacked and overran an 

ARVN outpost only four-and-a-half miles from the provincial capital of Tam Ky two days later. Although a quick 

response by ARVN units supported by U.S. Marine and 

Army helicopters resulted in 70 Communists killed and 39 

weapons captured, the attack on the outpost was not without 

cost. In total, 8 ARVN soldiers and 1 U.S. advisor had been 

killed; 20 ARVN soldiers and an Australian advisor had been 

wounded; and the insurgents had demonstrated that they 

could attack and decimate a well-fortified government outpost within miles of a provincial capital. 

As the new year progressed, American forces continued 

to find themselves in the sights of Communist forces. On 7 
The Path To War | 87

February 1965, the Viet Cong attacked the American military compound at Pleiku in the Central Highlands with mortars, killing 9 Americans, wounding more than 100 others, 

and damaging or destroying 20 aircraft. On 10 February, 23 

American soldiers were killed and 21 others were wounded 

in an attack on an enlisted barracks in the coastal city of Qui 

Nhon. In the space of slightly more than two months, Communist forces had demonstrated their ability to successfully 

execute major attacks on South Vietnamese and U.S. forces 

at widely separated locations throughout South Vietnam. In 

the face of these escalating attacks—particularly increasing 

direct attacks on U.S. personnel and facilities—the decision 

to increase U.S. troop strengths to protect American forces in 

South Vietnam could no longer be postponed.

Marine Forces Engaged

U.S. political leadership had been closely watching the unstable and rapidly deteriorating political and military situation 

in South Vietnam since the military-led coup against President Diem in November 1963. As 1964 drew to a close—

“the end of a full decade of American political, economic, 

and military advice and assistance to South Vietnam,” as the 

official Marine history phrased it—knowledgeable leaders 

in Washington and South Vietnam were coming to realize 

that the direct intervention of U.S. combat forces would be 

required to block the Communist takeover of South Vietnam 

and all of Indochina.

The possible employment of American forces in South 

Vietnam was of particular interest to the Marine Corps as 

nearly all of the combat-ready forces located in the Far East 

were Marines. The 3d MarDiv, with its headquarters and 

forces on the island of Okinawa, made up the bulk of these 

combat-ready ground forces. The 1st MAW, with its headquarters in Iwakuni, Japan, and its air groups located both 

in Japan and on Okinawa, made up the air support side of 

the Marine combat forces. These major units had been task 

organized in various operational contingency plans and could 

deploy in any size depending upon the mission assigned. The 

largest task organization, the III Marine Expeditionary Force 

(III MEF), would employ the entire division and aircraft 

wing, as well as their combat service support elements. At 

the other end of the spectrum, a Marine expeditionary unit 

would employ a battalion landing team, a composite aircraft 

squadron of fixed-wing aircraft and helicopters, and a small 

combat service support element. While these task organizations existed on paper, they could be assembled quickly to 

support the requirements of the U.S. political and military 

leadership. 

Soon after the Gulf of Tonkin incident early in August 

1964, the 9th MEB was activated by CinCPac. This transformed the 9th MEB from a paper organization into a combat 

force capable of landing on very short notice anywhere it was 

needed. It consisted of the 9th Marines regimental headquarters with three battalion landing teams and their attachments, 

a composite Marine air group with both fixed-wing aircraft 

and helicopters, and a combat support group. On 6 August 

1964, about 6,000 of the 9th MEB’s Marines—mostly the 

ground combat element—were embarked on Seventh Fleet 

amphibious shipping. The air elements—the fixed-wing aircraft were located at Iwakuni and the helicopters were on 

Okinawa—were alerted but not embarked. As the Gulf of 

Tonkin crisis abated, Admiral Ulysses S. Grant Sharp, USN, 

CinCPac, called for a relaxation of the alert status of the 9th 

MEB, and elements of the regimental landing team disembarked from their ships. One battalion landing team returned 

to Okinawa, a second was sent to the Philippines, and the 

third remained aboard Seventh Fleet ships as a part of the 

Special Landing Force. The expeditionary brigade’s respite 

did not last long. 

After the Communists’ 1 November attack on the Bien 

Hoa air base, President Johnson ordered a month-long review 

of U.S. policy regarding North Vietnam. The review resulted in an early December plan to expand the air war in an 

attempt to discourage the North Vietnamese from supporting Communist efforts in the south. Air strikes against North 

Vietnamese infiltration routes would be increased, and a 

“continuous program of progressively more serious air strikes” 

against North Vietnam would be initiated if the North did 

not moderate its behavior. The Communists’ response included the Christmas Eve bombing of the U.S. officers’ quarters 

in Saigon and the infiltration of the 32d and 101st North 

Vietnamese Army regiments—uncovered by USMACV 

intelligence agents—into South Vietnam. If the Viet Cong 

and their North Vietnamese supporters were intimidated by 

the threat of increased U.S. air strikes, they were doing little 

to show it.
88 | Marines in the Vietnam War Commemorative Series 

President Johnson responded quickly to the 7 February 

1965 attacks at Pleiku, ordering reprisal air attacks—code 

named Flaming Dart—against targets in North Vietnam. 

Washington also authorized air strikes against Communist 

forces in the south. On 19 February, the first U.S. air strike—a 

bombing mission executed by Air Force B-57 aircraft—was 

flown in support of South Vietnamese ground troops. Five 

days later, the Air Force flew a second major mission in the 

Central Highlands in support of ARVN troops that had 

been ambushed by Communist forces. Further, to protect the 

growing number of U.S. military personnel and equipment at 

Da Nang, the president announced on 7 February that he was 

ordering the deployment of a Marine light antiaircraft missile 

battalion to Da Nang. Moreover, in a sign of the disintegrating situation in South Vietnam, he also directed the orderly 

“withdrawal of 1,800 dependents of American military men 

and civilians in South Viet-Nam.” 

The lst Light Antiaircraft Missile Battalion, which had 

arrived on Okinawa in November from Marine Corps Base, 

Twentynine Palms, California, wasted no time deploying 

to South Vietnam. On the evening of 7 February, Lieutenant Colonel Bertram E. Cook Jr., the battalion commander, 

ordered Battery A, commanded by Captain Leon E. Obenhaus, to deploy to Da Nang. At 1045 on 8 February, the first 

Air Force transport aircraft carrying elements of Battery A 

left the runway at Okinawa. By close of business on 9 February, 52 Air Force transports had delivered 309 passengers and 

315 tons of the battalion’s equipment to Da Nang. Battery 

A, which set up on the northwest side of Da Nang’s runway, 

was prepared to fire less than 12 hours after the first transport 

aircraft had touched down. By 16 February, the remainder 

of the battalion—less Battery C, which remained on Okinawa—had arrived at Da Nang aboard the attack cargo ship 

USS Washburn (AKA 108) and dock landing ship USS Gunston Hall (LSD 5). Two days later the tank landing ship, USS 

Vernon County, arrived from Okinawa with Company C, 7th 

Engineer Battalion, whose mission was to provide construction support for the light antiaircraft missile battalion. With 

the arrival of the engineers, the light antiaircraft missile battalion’s deployment was complete.

While senior U.S. government policy makers were 

making decisions to increase support for South Vietnam and 

the Marines were actually deploying there, the government 

of South Vietnam was continuing in a downward spiral. By 

mid-February, General Khanh, who had weathered several 

coup attempts during his year in power, was again in a fight 

for his political life. This time, he did not prevail. On 21 February, Khanh was deposed by a group of general officers led 

by General Nguyen Van Thieu, the IV Corps commander, 

and Air Vice Marshall Nguyen Cao Ky, commander of the 

VNAF. The United States now had a new South Vietnamese 

leadership to deal with.

During this period of increasing Communist military 

activity and South Vietnamese political and military disintegration, U.S. political and military officials continued to 

assess the situation. Reporting after the 7 February Communist attack on Pleiku, presidential special assistant McGeorge 

Bundy noted that the situation was “deteriorating, and without new U.S. action, defeat appears inevitable—probably not 

in a matter of weeks or perhaps even months, but within a 

year or so. There is still time to turn it around, but not much.” 

General Westmoreland believed that it would take a U.S. division to protect American personnel and equipment in Vietnam from increasing Viet Cong attacks. On 11 February, the 

JCS provided the secretary of defense with a list of “reprisal 

options” to be taken against the Communists. While the JCS 

noted that “retaliatory air raids against North Vietnam had 

not achieved the intended effect,” they recommended more 

of the same. They also suggested naval bombardment, covert 

operations, intelligence patrols, cross-border operations into 

Laos, and landing U.S. troops in South Vietnam. 

In response, on 2 March 1965, President Johnson—

postponing the almost-certain commitment of U.S. ground 

combat forces—authorized a “limited and measured” air campaign against North Vietnam. Code-named Rolling Thunder, 

it represented a marked departure from the reprisal raids that 

characterized Operation Flaming Dart. With Operation 

Rolling Thunder, the United States had transitioned “from 

the earlier reprisal type raids to a continuing air campaign 

based upon strategic considerations.”

Earlier, on 22 February 1965, General Westmoreland 

requested the deployment of the 9th MEB to South Vietnam 

to adequately secure American forces, aircraft, and equipment 

at Da Nang. Admiral Sharp signaled to the JCS that he was 

in agreement with Westmoreland, and by the end of February, 

President Johnson had decided to commit the expeditionary 
The Path To War | 89

brigade with two battalion landing teams to the defense of 

the airfield at Da Nang. After Ambassador Maxwell Taylor 

secured agreements with the South Vietnamese government 

and a recommendation to deploy a less-conspicuous U.S. 

Army airborne brigade by air from Okinawa (so as not to 

alarm the South Vietnamese people) was overruled, the JCS 

issued the order to immediately land the 9th MEB with its 

landing teams on 7 March 1965 (6 March in Washington).

Prior to this, Brigadier General Frederick J. Karch, the 

3d MarDiv assistant division commander, had assumed command of the 9th MEB on 22 January 1965. A veteran of 

several World War II amphibious operations, his next twoand-a-half months would be characterized by hectic schedules 

as political instability and Buddhist-fomented antigovernment activities in South Vietnam, as well as decisions by U.S. 

political and military leaders, inexorably drew his command 

closer to becoming the first major U.S. ground combat unit 

to deploy to South Vietnam. BLTs 1/9 and 3/9—ground 

combat elements of the 9th MEB—had been deployed on 

board the Seventh Fleet’s Naval Task Force 76 amphibious 

ships since the beginning of the year. On 23 January, Admiral Sharp relaxed 9th MEB’s alert status. BLT 1/9, embarked 

on Naval Task Group 76.5 ships, assumed a 96-hour reaction time for deployment to South Vietnam as the task group 

assumed a position 70 miles southeast of Saigon. BLT 3/9 

resumed its normal operations. 

The 9th MEB waited, but it did not have to wait long. 

Buddhist-led antigovernment riots in Saigon and the former 

imperial capital of Hue on 22 and 23 January 1965 precipitated a change in South Vietnam’s government. That brought 

BLT 1/9 and its amphibious ships, which had been steaming 

to Hong Kong for liberty, back to their position southeast 

of Saigon. BLT 3/9, embarked on Naval Task Group 76.7 

ships, arrived off the coast of Da Nang on 29 January. With 

the formation of an interim government, the Marines’ alert 

status was once again relaxed. With the commitment of the 

9th MEB once again uncertain, General Karch spent 26–30 

January at a Subic Bay planning conference for a Marine 

expeditionary brigade-size exercise scheduled for March in 

Thailand. 

With the political and military situations continuing to 

deteriorate, General Westmoreland requested on 22 February 

that two of the 9th MEB’s battalion landing teams be landed 

and that the third remain afloat off the South Vietnamese 

coast. BLT 1/9 and BLT 2/9, both back on board amphibious shipping, were close at hand off of the South Vietnamese 

coast. General Karch and the Navy task force commander, 

Rear Admiral Don W. Wulzen, were on board the Task Force 

76 flagship, the USS Mount McKinley (AGC 7), also steaming off the coast of Vietnam. The command and ground elements were in position. 

Coordination, briefings, and planning continued. On 25 

February, General Karch and members of his staff met with 

General Westmoreland for discussions of the proposed Da 

Nang landing. Karch then flew to Da Nang to effect coordination of his plans with the South Vietnamese I Corps 

commander, Major General Nguyen Chanh Thi. With that 

accomplished, the general and his staff departed for Okinawa. 

Once there, they drafted 9th MEB Operational Plan 37D65, which provided for the amphibious landing of one battalion landing team and the airlift of a second from Okinawa 

to Da Nang. To assess the viability of this plan, the MEB staff 

conducted a command post exercise on Okinawa. 

At the beginning of March 1965, General Karch and his 

staff were still on Okinawa. Decisions were being finalized 

at the highest U.S. political and military levels, but the general’s 9th MEB had still not received its deployment order. 

To prepare his Okinawa-based battalion—lst Battalion, 3d 

Marines—General Karch scheduled a two-day map exercise 

of the Da Nang area and a briefing for Lieutenant Colonel 

Herbert J. Bain, the commanding officer. Both activities were 

cancelled when, on 2 March, Karch received orders to proceed directly to Da Nang. At 2300 that same day, the general 

and 28 members of his staff departed Okinawa in a Marine 

KC-130. With a short stop at Cubi Point in the Philippines 

to take staff members of Navy Task Force 76 on board, the 

KC-130 continued its journey, landing in Da Nang on the 

morning of 3 March. General Karch and the Marine Corps–

Navy group were met by USMACV liaison officers who provided a tour of the Da Nang air base and the landing beaches. 

At day’s end, Karch and his staff were back on board their 

aircraft and headed for Subic Bay in the Philippines.

With decisions made and agreements secured with the 

government of South Vietnam, General Karch, issued a 

warning order to BLT 3/9 on 4 March to be prepared to 

“administratively land the landing force.” Lieutenant Colonel 
90 | Marines in the Vietnam War Commemorative Series 

Marines from BLT 3/9 come ashore on 8 March 1965 

at Red Beach 2, northwest of Da Nang. The heavy surf 

delayed the landing for an hour, with the fourth and final 

assault wave arriving ashore at 0918.

Defense Department (Marine Corps) A183676 
The Path To War | 91
92 | Marines in the Vietnam War Commemorative Series 

Charles E. McPartlin Jr. and his battalion had been on ships 

steaming off the coast of South Vietnam since early February. 

Upon returning to the Mount McKinley, some 10 miles off the 

coast of Da Nang, General Karch assured Colonel McPartlin 

that he would control all movement on Red Beach 2—the 

designated landing area—and that the Vietnamese would 

regulate traffic along Route 1 from the beachhead, which was 

west of Da Nang and north of the airfield, to their positions 

at the airfield. 

By 0545 on 8 March, the four ships of Amphibious Task 

Force 76 had closed on Da Nang harbor and anchored within 

4,000 yards of the shore of Red Beach 2. At 0600, Admiral Wulzen, the task force commander, issued the order to 

“land the landing force.” The weather and sea state—initially 

adequate with an intermittent drizzle, eight knot winds, and 

waves near the shoreline gentle and cresting at only two to 

four feet—rapidly deteriorated. By 0730, swells reaching 8 to 

10 feet made the loading of small landing craft impossible. In 

light of this development, Admiral Wulzen delayed H-hour 

until 0900. At 0830, he reconfirmed the 0900 H-hour. The 

first wave of Marine assault troops in 11 amphibian tractors 

landed just three minutes after H-hour. By 0918, the fourth 

and final assault wave of BLT 3/9’s Marines had come ashore. 

The Marines had landed, becoming the first major U.S. 

combat ground forces to be committed to the war in South 

Vietnam. 

With his headquarters at Da Nang, General Karch soon 

had nearly 5,000 Marines under his command. They included 

Colonel McPartlin’s BLT 3/9 that had landed amphibiously, 

Colonel Bain’s BLT 1/3 that had flown in from Okinawa, two 

helicopter squadrons, and a limited brigade logistics support 

group. On 9 March, Task Unit 79.3.5, Marine Unit Vietnam (Shufly) was dissolved, redesignated Marine Air Group 

16 (MAG-16), and made a subordinate element of the 9th 

MEB. Colonel John H. King Jr., formerly the Shufly commander, assumed command of the air group. HMM-163, the 

air group’s helicopter squadron commanded by Lieutenant 

Colonel Norman G. Ewers, continued to fly most of its missions in support of the South Vietnamese. HMM-162, newly 

arrived and under the command of Colonel Curtis, became 

operational on 12 March and initially flew only in support of 

the 9th MEB. By month’s end, both squadrons were flying 

support missions for both ARVN and Marine units. 

In the early weeks of 1965, Lieutenant General Victor H. 

Krulak, then commander of FMFPac, had recognized that 

the deteriorating political and military situations in South 

Vietnam would soon require additional U.S. forces. In recognition of this requirement, General Krulak developed plans 

for the movement of major Marine Corps operational units 

from the West Coast and Hawaii to the Far East. In March, 

he executed those plans, and Marine air and ground combat 

units began flowing to the region, including two fixedwing squadrons. Marine Attack Squadron 311 (VMA-311) 

departed the continental United States on 25 March and was 

closely followed two days later by Marine Fighter Attack 

Squadron 542 (VMFA-542). Upon their arrival in the Far 

East, both joined the 1st MAW. 

General Krulak’s plans also called for the deployment to 

the Far East of the Hawaii-based 1st Marine Brigade. Its 4th 

Marine Regiment, accompanied by the 3d Battalion, 12th 

Marine Artillery Regiment (a reconnaissance company and 

an antitank company), joined the 3d MarDiv on Okinawa at 

the end of March. Marine Aircraft Group 13 (MAG-13), the 

brigade’s air group, became a part of Japan-based 1st MAW 

upon its arrival in the region, also at the end of March. Thus, 

General Krulak had successfully deployed his Marine combat 

forces forward. They were positioned and prepared to respond 

to any contingency.

That same month, General Westmoreland and the 

USMACV staff initiated a detailed assessment of the total 

U.S. effort in Vietnam “before making what may prove to be 

in the light of history, a momentous recommendation.” On 

26 March, with his assessment completed, Westmoreland 

recommended that the United States commit the equivalent 

of two divisions, with combat and service support, to the fight 

in South Vietnam. For the Marines, he recommended reinforcing the 9th MEB with two battalions: one assigned to the 

defense of U.S. personnel (specifically at a U.S. Army communications facility) and the Hue/Phu Bai air strip located 

about eight miles south of the old imperial capital of Hue, 

and the other assigned to Da Nang.

At a 1 April meeting, President Johnson approved General Westmoreland’s recommendations. Further, the president 

substantially expanded the latitude under which Marines 

could operate in South Vietnam from a purely defensive posture to “active combat under conditions to be established and 
The Path To War | 93

approved by the Secretary of Defense in consultation with 

the Secretary of State.”

On 14 March 1965, the 3d MEB was activated by Major 

General William R. “Rip” Collins, commanding general of 

3d MarDiv, to control the movement to South Vietnam 

of the 9th MEB’s third and fourth battalions. On 4 April, 

Brigadier General Marion E. Carl, a World War II ace who 

had downed 18 Japanese aircraft, assumed command of the 

3d MEB. The following day, he flew with his staff to Subic 

Bay where Admiral Wulzen and his staff stood ready to draft 

plans to support the deployments. As the Mount McKinley, 

bound for South Vietnam, steamed into the South China 

Sea, Admiral Wulzen’s Task Force 76 and General Carl’s 

3d MEB staffs busied themselves drafting embarkation and 

landing plans. On 10 April, BLT 2/3 conducted an uneventful amphibious landing at Da Nang. A provisional task force 

of two rifle companies under the command of Colonel Clement was helilifted to Phu Bai to provide security until the 

arrival of BLT 3/4. 

The movement of BLT 3/4 to the airfield at Phu Bai 

required a little more attention. Admiral Wulzen had 

expressed concern for the proposed transit of some elements 

of BLT 3/4 from amphibious ships in the South China Sea 

down the Song Huong (also known as the Hue or Perfume 

River) to landing sites at Hue. To assess the viability of the 

concept, General Carl, with four outboard motor boats provided to him by the Vietnamese, conducted a personal reconnaissance of the river. Over an approximately four-hour 

period, the general’s small armada traveled from Hue up the 

Song Huong to the South China Sea and back. He determined the route to be both trafficable and safe and, in the 

process, convinced Admiral Wulzen and his staff. Over the 

period from 14 to 19 April, BLT 3/4 conducted its landing 

in South Vietnam. Before 0900 on 14 April, two companies 

had been landed across Red Beach 2 in Da Nang, from which 

they were flown to Phu Bai. Early on 15 April, employing 

LCMs (landing crafts, mechanized) and LCVPs (landing 

crafts, vehicle, personnel), the remaining Marines of BLT 3/4 

departed their amphibious ships for the 11-mile journey to 

the landing sites at Hue. From there, they were transported to 

Phu Bai by trucks. When the operation was completed on 19 

April, U.S. Navy landing craft had made 263 trips to the Hue 

landing sites, carrying 1,371 tons of cargo and traveling 6,000 

miles. With its mission completed, General Carl’s 3d MEB 

staff returned to Okinawa where the unit was (temporarily) 

deactivated.

Additional aviation units were added to the 9th MEB’s 

T/O before the end of April. On 16 April, Marine Air Support Squadron 2 (MASS-2) debarked amphibious ships in 

Da Nang harbor and proceeded to the airfield. Commanded 

by Lieutenant Colonel Paul L. Hitchcock, MASS-2 provided 

a direct air support center and an air support radar team for 

deployed Marine aviation units. On 17 April, Lieutenant 

Colonel Otis W. Corman, commanding the Marine Composite Reconnaissance Squadron One (VMCJ-1), flew into 

the Da Nang air base with six Douglas EF-10B Skynights 

(formerly designated F3D-2Q). This squadron provided all 

the Services with electronic countermeasures support. 

As April drew to a close, General Karch’s 9th MEB numbered 8,878 Marines and sailors. It included a regiment with 

four battalions, a four-squadron air group, artillery and engineer units, and a logistics support group. During April, its 

operational charter was once again expanded. On 14 April, 

General Westmoreland provided the Marine expeditionary brigade with a concept of operations that directed it to 

“undertake in coordination with RVN I Corps, an intensifying program of offensive operations to fix and destroy the 

Viet Cong in the general Da Nang area.”

Additional Combat Forces Committed

U.S. civilian and military planners at the highest levels 

remained preoccupied with assessments of the gravity of the 

situation in South Vietnam and the number of U.S. troops 

that would be required to effect a favorable outcome. In 

search of a solution, Secretary of Defense McNamara; Assistant Secretary of Defense for International Security Affairs 

John McNaughton; Ambassador to South Vietnam Maxwell 

Taylor; Chairman of the Joint Chiefs of Staff General Earle 

G. Wheeler, USA; General Westmoreland; and Admiral 

Sharp held a conference at CinCPac headquarters in Honolulu, Hawaii, on 20 April 1965. Their consensus was that their 

Communist adversaries were capable of and were planning 

significantly increased offensive operations in South Vietnam 

and that additional U.S. forces would be required to successfully combat them. Accordingly, they recommended that an 

additional 42,000 U.S. military personnel be deployed to 
94 | Marines in the Vietnam War Commemorative Series 

Vietnam. For the Marines, the conferees recommended that 

a force composed of three reinforced infantry battalions and 

three jet aircraft squadrons—approximately 5,000 Marines—

be deployed to Chu Lai, a provincial capital 57 miles southeast of Da Nang. There, the Marines would construct an 

airfield and establish a third enclave (the first two being Da 

Nang and Hue/Phu Bai). On 30 April, President Johnson 

approved the Honolulu Conference recommendations.

The designation of Chu Lai as the site for the Marines’ 

next enclave resulted from a months-long debate in the Pentagon over a suitable site for an expeditionary airfield south 

of Da Nang. General Krulak had visited the area in 1964 

and determined it to be a good site for the construction of a 

short airfield for tactical support (SATS). The SATS airfield, 

constructed with prefabricated metal runways and taxi strips, 

was a Marine Corps concept still in its early stages. Secretary 

McNamara had tentatively approved construction of the airfield in late March, but final approval did not come until the 

Honolulu Conference ended in late April. In a presentation 

to the conference attendees, the U.S. Pacific Air Forces command stated that construction of a concrete airfield at Chu 

Lai would take approximately 11 months. When asked by 

the secretary of defense “how long” it would take the Marines 

to establish a SATS site adequate to support the proposed 

mission, General Krulak told the secretary that the Marines 

could do it in 25 days. 

On 28 April, the 3d MEB was reactivated as the command element for the Chu Lai operation. The 3d MEB’s 

ground combat element included Regimental Landing Team 

4 (RLT 4), commanded by Colonel Edward P. Dupras Jr. RLT 

4 included BLT 1/4, commanded by Lieutenant Colonel 

Harold D. Fredericks; BLT 2/4, commanded by Lieutenant 

Colonel Joseph R. Fischer; and 3d Reconnaissance Battalion, 

commanded by Lieutenant Colonel Don H. Blanchard. On 

General Westmoreland’s recommendation, a third Marine 

infantry battalion—BLT 3/3—was added to the 3d MEB 

T/O on 2 May. It came ashore after the initial landings. 

MABS-12, commanded by Lieutenant Colonel Alexander 

Wilson, was scheduled to come ashore during the initial 

assault. The plan called for the remainder of Marine Aircraft Group 12 (MAG-12) to deploy to Chu Lai when construction of the SATS airfield was completed. Naval Mobile 

Construction Battalion 10 was attached to the 3d MEB for 

construction of the airfield. On 29 April, General Carl and 

his staff flew to the Philippines for planning sessions with 

Admiral Wulzen and his staff on board the amphibious flag 

ship USS Estes (ACG 12).

H-hour was set for 0800 on 7 May 1965. With the ships 

of the amphibious task force in the area, BLT 2/4 and Companies C and D of BLT 1/4 began their ship-to-shore movement. To ensure that the landing would be unopposed as 

assumed during planning, combat units from the ARVN’s 2d 

Division had secured the Chu Lai environs with Company K, 

BLT 3/9, providing additional beach security. After landing, 

two companies from BLT 1/4 moved inland approximately 

three miles to secure Landing Zone Robin, which overlooked 

Route 1. With that accomplished, Lieutenant Colonel Gene 

W. Morrison’s Marine Medium Helicopter Squadron 161 

(HMM-161) flew in BLT 1/4’s remaining two companies. 

By day’s end, Colonel Dupras had moved his RLT 4 headquarters ashore and established a defensive perimeter from 

Ky Ha Peninsula in the north to high ground in the west and 

to the South China Sea three miles south of Red Beach. The 

3d Reconnaissance Battalion screened the 3d MEB’s southern flank until relieved by elements of BLT 3/3, which began 

coming ashore when they arrived from Okinawa on 12 May. 

By then, when the amphibious operation was officially terminated, more than 10,925 tons of equipment and supplies had 

been off-loaded and moved across the beach. 

With the conclusion of the amphibious operations at Chu 

Lai, the 3d MarDiv had seven of its nine infantry battalions 

and nearly all of its artillery regiment in South Vietnam. 

Further, the Marine Corps had also committed a major portion of its Far East–based 1st MAW. Two separate Marine 

expeditionary brigade–size combat organizations—each 

commanded by a brigadier general—were deployed and conducting combat operations in South Vietnam with no coordinating and supporting senior headquarters. In anticipation 

of this situation, on 5 May 1965, the JCS had signaled the 

president’s approval for the establishment in Da Nang of a 

“force/division/wing headquarters to include the CG [commanding general], 3d Marine Division, and 1st Marine Aircraft Wing.” The following day, General Collins established 

the headquarters of III MEF and the 3d MarDiv in Da Nang 

and assumed command of both. The 9th MEB was deactivated, and General Karch returned to Okinawa to take charge 
The Path To War | 95

of the remaining 3d MarDiv units there. Subsequent to the 

completion of 3d MEB’s landing at Chu Lai, General Carl 

assumed duties as the deputy commander of the III Marine 

Amphibious Force (III MAF), as the senior Marine headquarters had been designated on 7 May. Changing the name 

of the III MEF to III MAF was a bow to the sensitivities of 

the South Vietnamese. General Westmoreland believed the 

term “expeditionary” would have unpleasant connotations 

for the Vietnamese. And, although a III Marine Amphibious Corps had existed in the Pacific during World War II, 

Marine advisors to the CMC thought that the term “Corps” 

might also offend them. General Greene therefore decided 

on the term “Marine Amphibious Force” for Marine forces 

in Vietnam.

Additional Marine combat, combat support, and combat 

service support units then flowed to South Vietnam, rapidly 

growing III MAF in the process. By the end of May, more 

than 17,000 Marines populated units in Vietnam. By the 

end of July, that number had doubled to 34,000. And by 31 

December 1965, the number of Marines in South Vietnam 

topped 39,000. Many thousands more would arrive in the 

years ahead.

Epilogue

The United States had finally crossed the line. It had committed major U.S. ground combat units, including Marines, to 

the fight in South Vietnam. And although the 7 March landing order from the JCS clearly stated that “the U.S. Marine 

Force will not, repeat will not, engage in day-to-day actions 

against the Viet Cong,” Communist successes and South 

Vietnamese ineptitude left no doubt that the Marines would 

soon assume an offensive posture. 

The major U.S. policy makers and senior military officers 

recognized clearly that the South Vietnamese government 

and its military were not up to the task of defending their 

country against the Viet Cong and its allies from North Vietnam. Absent substantial military support from the United 

States, they would surely lose. As McGeorge Bundy had 

noted, it was only a matter of time. 

The U.S. political leadership saw such an outcome as 

inimical to its national interest. It could not allow South 

Vietnam—and then, perhaps, all of Southeast Asia—to fall 

to the Communists. 

The introduction of major U.S. combat forces into South 

Vietnam had a deleterious effect on the strategic timetable of 

the Viet Cong and their North Vietnamese masters. In 1964 

and early 1965, they had enjoyed major successes against their 

less talented and less aggressive South Vietnamese adversaries. They had gone toe-to-toe with their enemies at the multiregiment and division levels and had won decisive victories 

on the battlefield. They had been moving steadily toward a 

general offensive, phase III of Mao Tse-tung’s three-phase 

template on revolutionary warfare. 

The arrival of the Americans upset their timetable 

throughout South Vietnam. In some places, the Communists 

had to fall back to (or remain in) Mao’s phase II (mobile warfare) or even phase I (guerrilla operations). Mao’s template 

provided for this and the Communists accepted it. They were 

patient men. They had been fighting for independence since 

the second decade of the twentieth century. They had defeated 

the French; now they faced the Americans. They would adjust 

and continue the struggle. They believed that time was on 

their side and that, in time, they would prevail. This was the 

enemy the U.S. Marines came to fight in the spring of 1965.
96 | 

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The Path To War | 97

George Hofmann joined the U.S. Marine Corps as a private in 1959 and retired as 

a colonel in 1992. Highlights of his career include two tours in Vietnam (he served 

as a platoon commander and the logistics officer with the 2d Battalion, 5th Marines, 

in Hue City during the 1968 Tet Offensive); command of the 1st Reconnaissance 

Battalion; and command of Camp Fuji, the Marine Corps’ training facility on the 

island of Honshu, Japan. Subsequent to leaving the Marine Corps, Hofmann earned 

a master’s degree in geography from the George Washington University (GWU). He 

remained at GWU for seven additional years as an adjunct faculty member for the 

Department of Geography and the Elliott School of International Affairs, where he 

taught a course on military geography at both the undergraduate (lecture) and graduate (seminar) levels. When not traveling 

or trout fishing, George Hofmann resides in Sarasota, Florida.

George R. Hofmann Jr.

Colonel, U.S. Marine Corps (Retired)

Photo courtesy of the author