Operation Paula Unternehmen Paula ( Undertaking or Operation Paula ) is the German codename given for the Second World War " Luftwaffe " offensive operation to destroy the remaining units of the " Armée de l ' Air " ( ALA ) , or French Air Force during the Battle of France in 1940 . On 10 May the German armed forces ( " Wehrmacht " ) began its invasion of Western Europe . By 3 June , the British Army had withdrawn from Dunkirk and the continent in Operation Dynamo , the Netherlands and Belgium had surrendered and most of the formations of the French Army were disbanded or destroyed . To complete the defeat of France , the Germans undertook a second phase operation , " Fall Rot " ( Case Red ) , to conquer the remaining regions . In order to do this , air supremacy was required . The " Luftwaffe " was ordered to destroy the French Air Forces , while still providing support to the German Army . For the operation , the Germans committed five Air Corps to the attack , comprising 1 , 100 aircraft . The operation was launched on the 3 June 1940 . However , British intelligence had warned the French of the impending attack and the ensuing operation failed to achieve the strategic results desired by the " Oberkommando der Luftwaffe " ( High Command of the Air Force ) . Fortunately for the " Luftwaffe " , the plight of the French ground and air forces at this stage meant the failure of the operation would not impede the defeat of France . Background . After the declaration of war on Nazi Germany by the United Kingdom and France , in the aftermath of the German invasion of Poland , nine months of stalemate took place along the Western Front named the Phoney War . The only military action was the French Army ' s Saar Offensive which was terminated in controversial circumstances . After the Polish Campaign , in October 1939 , the planners of the " Oberkommando der Luftwaffe " ( Luftwaffe High Command ) and the " Oberkommando der Wehrmacht " ( Supreme Command of the Armed Forces ) turned their attentions to Western Europe . The Western Allies had surrendered the initiative and the Germans would take the offensive in 1940 . Several plans were toyed with by the German General Staff . General Franz Halder , the chief of staff of the Army , presented the first plan for " Fall Gelb " ( " Case Yellow " ) on 19 October 1939 . The plan ' s German code was " Aufmarschanweisung N°1 , Fall Gelb " , or " Deployment Instruction No . 1 , Case Yellow " . The operation was a limited operation in which Luxembourg and the Low Countries were to be conquered in order to provide a base for further operations against France at a later date and amounted to a less ambitious re - run of the infamous " Schlieffen Plan " which failed during the First World War in 1914 . It was rejected by Adolf Hitler and at the turn of the year , Heinz Guderian ' s chief of staff , Erich von Manstein secured Hitler ' s attention with a modified version . An ambitious thrust through the Ardennes was suggested by von Manstein . This main attack would use up the majority of the motorised and tank divisions ( Panzer Division s ) in a drive to the English Channel . A diversion operation in Belgium and the Netherlands would precede this thrust , to lure the Allied Armies , including the British Expeditionary Force , into a trap . Launched on 10 May 1940 , the revised version of " Unternehmen Gelb " ( Operation Yellow ) , also known as the Manstein Plan , succeeded . Unfortunately for the Germans , the British Army escaped during the Battle of Dunkirk . Nevertheless , the Belgian Army , Dutch Army and most of the elite French forces were destroyed in the encirclement . This left just second rate French units to combat the entire German Army . The " Luftwaffe " had played an integral part in disrupting Allied operations in this early phase . The " Luftwaffe ' s " participation was particularly crucial during the Battle of Sedan which enabled the German Army to carry out Operation Yellow . By early June the Dunkirk siege was over , and on 3 June , the Germans began preparations for the conquest of the rest of France under the codename " Fall Rot " , ( Case Red ) . For this to be as successful , air superiority would be required first , as it had been during Operation Yellow . Luftwaffe plans . Hugo Sperrle had long planned attacks upon Paris and on 22 May he ordered " Fliegerkorps II " ( Air Corps II ) and " Fliegerkorps V " ( Air Corps V ) with " Kampfgeschwader 77 " ( Bomber Wing 77 ) and " Generaloberst " ( General Colonel ) Ulrich Grauert ' s " I Fliegerdivision " , III . / " Kampfgeschwader 28 " ( Bomber Wing 28 ) to bomb Paris . Bad weather had prevented the operation . However , determined to continue with his plans , Sperrle ordered Otto Hoffmann von Waldau and Helmuth von Hoffman , " Gruppenkommandeur " ( Group Commander ) of III . / KG 28 , to plan out an operation named " Paula " the following day , on 23 May 1940 . The objectives of the operation was broad in its scope . Among the elimination of French airfields and aircraft factories around Paris , in von Waldau ' s words , the bombing was to " achieve a desirable influence on the morale of the capital " . German reconnaissance aircraft reported 1 , 244 aircraft on airfields in and around Paris , including 550 – 650 single engine aircraft . This force of French air power was to be destroyed along with the aviation factories in the area . French anti aircraft artillery ( AAA ) defences were mapped from the tactical to operational level and intelligence of French ground defences was therefore good . The operation was due to be carried out on 30 May , but again , bad weather prevented it . The operation was compromised by poor staff work and excessive confidence in the " invulnerable " " Enigma machine " . The British intelligence , namely Ultra , who had been reading the German codes , forewarned the French . On 30 May ULTRA intercepted a message sent by Grauert discussing the arrangements he was making for his Corps . Adding to this leak , the units involved received incomplete orders for the assault . " Oberst " Johann - Volkmar Fisser , " Geschwaderkommodore " ( Wing Commander ) of KG 77 , was given incomplete orders about the target and complained . He asked the Headquarters of " VIII Fliegerkorps " only to be told it was " Paris " . Sperrle responded to his request by removing KG 77 from the order of battle . The British intercepted Frisser ' s request to " VIII Fliegerkorps " , who then passed it to the French . The French had intercepted similar messages and in response they doubled their aircraft strength to 120 fighters . Forces involved . German . Units from both " Luftflotte 2 " and " Luftflotte 3 " ( Air Fleet 1 and 2 ) were made available for the operation . " Kampfgeschwader " ( Bomber Wings ) and " Jagdgeschwader " ( Fighter Wings ) with aircraft from " Lehrgeschwader 1 " , ( LG 1 ) , " Kampfgeschwader 1 " ( KG 1 ) , " Kampfgeschwader 2 " ( KG 2 ) , " Kampfgeschwader 3 " ( KG 3 ) , " Kampfgeschwader 4 " ( KG 4 ) , " Kampfgeschwader 54 " ( KG 54 ) and " Kampfgeschwader 55 " ( KG 55 ) , escorted by fighter aircraft from " Jagdgeschwader 2 " ( JG 2 ) , " Jagdgeschwader 26 " ( JG 26 ) , " Jagdgeschwader 27 " ( JG 27 ) , " Jagdgeschwader 53 " ( JG 53 ) , " Zerstörergeschwader 2 " ( ZG 2 ) and " Zerstörergeschwader 76 " ( ZG 76 ) were to carry out the attack . KG 1 , ZG 76 and LG 1 were under the command of " I . Fliegerkorps " . ZG 2 , KG 3 and II . / KG 2 were under the command of " II . Fliegerkorps " . KG 55 and III . / KG 54 were under " IV . Fliegerkorps " . KG 51 served under " V . Fliegerkorps " . KG 4 and JG 26 were under the command of the " IX . Fliegerdivision " . JG 2 and JG 27 were under the command of " VIII . Fliegerkorps " . " Jagdfliegerführer 3 " lent JG 53 for the operation . Stab . and I . / KG 2 moved to Trier - Euren for assault . I . / KG 2 operated from Wengerohr , III . / KG 2 meanwhile was to operate from Kirchenburg . Stab . KG 55 operated from Schwabisch . I . , II . , III . / KG 55 operated from Reims , Heilbronn and Eutingen respectively . KG 3 ' s , I . , II . , and III . , Gruppe were based at Aschaffenburg , Schweinfurt and Würzburg . These units were based at unknown French bases by the 3 June . KG 4 and its units were based at Gütersloh , Fassberg and Delmenhorst . It is likely that some of KG 3 ' s units moved to bases near Lille , for the attack . KG 1 ' s I . , II . , III . , Gruppe were based at Giessen , Kirtorf and Ettinghausen . It likely that some of these units moved into captured French airfields by the 3 June . It is possible they were based at Rosières - en - Santerre . Only I . / KG 54 took part in the raid from the " Geschwader " ( Wing ) . KG 54 was probably located in somewhere in northern France on 3 June . It was originally based at Köln - Ostheim . The fighter units were based at the following airfields : Abbeville ( ZG 76 ) ; Darmstadt , Neufchâteau , Freiburg ( ZG 2 ) ; Le Touquet , La Capelle , Etaples ( JG 26 ) ; Couvron , Oulchy - le - Chateau , ( JG 2 ) ; Guise ( JG 27 ) ; Epernay , Douzy , Charleville - Mézières , La Selve ( JG 53 ) . KG 2 put up 99 bombers for the raid and KG 55 committed 66 bombers from their three " Gruppen " . Altogether the " Luftwaffe " fielded 640 bombers 460 fighters in total from the above units . French . Tasked with the defence of the greater Paris area , the " Zone d ' Opérations Aériennes Nord " or Z . O . A . N ( Northern Zone of Air Operations ) . Groupe de Chasse I / 145 ( Polish ) armed with Caudron C . 714 fighters were based at Dreux . G . C . I / 1 with Bloch MB . 152 s were based at Chantilly - Les Aigles . G . C . II / 1 Bloch 152s were deployed to Brétigny - sur - Orge airfield . G . C . II / 10 Bloch 152s were located at Bernay - en - Ponthieu , while G . C . III / 10 Bloch 152s were based at Deauville . More fighter units operating the Dewoitine D . 520 are also listed on the order of battle : G . C . I / 3 at Meaux – Esbly , G . C . II / 3 at La Ferté - sur - Chiers – Gaucher , G . C . III / 3 with the D . 520 and Morane - Saulnier M . S . 406 at Illiers - l ' Évêque . Further units were located along the line . G . C . I / 4 with Curtiss H - 75 s at Evreux - Fauville , G . C . II / 4 Curtiss H - 75 at Orconte , G . C . I / 6 Morane 406s at Lognes - Emerainville , G . C . III / 7 ( Morane 406s ) at Coulommiers , G . C . I / 8 Bloch 152s at Claye - Souilly , and G . C . II / 9 Bloch 152s at Connantre . These units were supported by night fighter units , ( " Groupement de Chasse de Nuit " , Night Hunting Group ) , E . C . M . J . 1 / 16 , E . C . N . 1 / 13 , 2 / 13 , 3 / 13 and 4 / 13 equipped with the Potez 631 . All in all , these groups totalled 240 aircraft . Only 120 fighters were made available to counter German attacks . The battle . On 3 June , the French units were warned an hour before the German bombers took off , but owing to equally poor staff work , few French Squadrons heard the scramble signal when it was radioed from the Eiffel Tower and some were caught on the ground . In the end , only 80 took off to intercept the incoming German formations . German progress was monitored by shadowing Potez 631s , one of which was shot down . The Germans would copy this tactic when intercepting United States Army Air Force ( USAAF ) heavy bomber s during the Defence of the Reich campaign . Along with French AAA defences , the fighters shot down 10 German aircraft , including four bombers . One of these machines was piloted by " Geschwaderkommodore " of KG 51 , Josef Kammhuber , who was wounded in action and then taken as a prisoner of war . Kammhuber would be released after the French surrender . He was replaced as " Geschwaderkommodore " of KG 51 by Fisser , commander of KG 77 . Fisser was killed two months later leading KG 51 during the Battle of Britain , inadvertently saving Kammhuber ' s life . " Jagdfliegerführer 3 " ( " Fighter Flying Leader 3 " ) " Oberst " Gerd von Massow was also shot down . He was replaced by " Oberst " Werner Junck , until the formers release by German forces on 12 June 1940 . German formations attacked 28 railways and Marshalling yard centres . All damage inflicted was light . None were out of action for more than 24 hours . Most of the German bombers had passed over and had an altitude advantage over French fighters trying to gain height to intercept . Skirmishes were few and far between , but some French units suffered heavy losses . For the attack , the Germans had used the new C - 250 " Flammbombe " ( Flame Bomb ) which had only been cleared for use 24 hours earlier . The incendiary bomb did some damage to hangars and parked aircraft . Aftermath . The Germans believed they had struck a mortal blow against the ALA . German post - operation analysis indicated a resounding success . It suggested a long list of wrecked French factories and destroyed aircraft on the ground and in the air . The Germans claimed to have destroyed 75 French aircraft in the air and 400 on the ground . Such was the perceived success , the " Luftwaffe " concentrated against ports on the northern French coast thereafter . The damage inflicted by the " Luftwaffe " was far less than the Germans thought . Only 20 French aircraft ( 16 of them fighters ) were destroyed on the ground and 15 of their fighters were shot down in aerial combat , a loss rate of 19 percent , suggesting German over claiming of over 4 : 1 in the air and 16 : 1 on the ground . Six of the 16 airfields hit reported serious damage , while 15 factories reported slight damage . French casualties on the ground were heavy . French casualties included 254 dead and 652 injured . The French shot down 10 German aircraft , including four bombers . They claimed 16 , suggesting mutual over claiming . A further 21 vehicles were destroyed . All the French airfields were back in operation 48 hours later . Although the operation failed to achieve its goals , the first phase of the German invasion , Operation Yellow , had stripped the French Army of its finest formations . The French forces holding the Somme line were mostly reserve divisions of poorer quality and unsupported by heavy artillery , tanks or motorised infantry . The failure of the German air operation did not prevent the German Army from defeating the French in June 1940 , or the " Luftwaffe " in gaining air supremacy at the beginning of " Fall Rot " . The main reason for German superiority in the air was the poor state of French air units ' operational readiness . The " Luftwaffe " had a smaller margin of numerical superiority over the ALA at the start of " Fall Rot " as the French aviation industry was starting to reach full potential in production . Some 2 , 000 French aircraft were available despite the loss of 787 aircraft ( 473 fighters , 120 bombers and 194 reconnaissance aircraft ) . The French had 2 , 086 machines available on 5 June 1940 , the first day of " Fall Rot " . Unfortunately component production did not match the production of airframes . It was slow and poor , and as a result only 599 aircraft ( 340 fighters and 170 bombers ) were serviceable ; a rate of just 29 percent . After the opening of the offensive , the " Luftwaffe " " ran riot " over French air space . Such was the superiority of the " Luftwaffe " at that point , some units were sent home to Germany to refit . The French collapsed altogether just 22 days later , and on 25 June France capitulated .