Battle of Boulogne ( 1940 ) The Battle of Boulogne was a battle for the port and town of Boulogne - sur - Mer during the German blitzkrieg which overran northern France in 1940 . It occurred at the same time as the Siege of Calais and immediately preceded Operation Dynamo , the evacuation of the British Expeditionary Force through Dunkirk . Background . Boulogne - sur - Mer - along with Calais , Dunkirk and Dieppe - was one of the Channel Ports on the French side at the narrowest part of the English Channel . During the Phoney War period , the British Expeditionary Force ( BEF ) had been supplied through ports further to the west , such as Le Havre and Cherbourg , but the Channel Ports had been used for communication and troop rotations . After the start of the Battle of France and the subsequent withdrawal of the BEF through Belgium and into northern France , it became clear that fewer logistic troops would be required as the lines of communication grew shorter , and the British began to withdraw surplus manpower through Boulogne and Calais . On 17 May , General Douglas Brownrigg , the Adjudent - General of the BEF , moved the Rear General Headquarters ( GHQ ) from Arras to apparent safety in Boulogne , without informing his French liaison officers . This did nothing to close the growing rift between the Allies . To protect Boulogne from air attack , some anti - aircraft guns and searchlights had arrived from England on 20 May . On the same day , the leading elements of the German XIX Army Corps , commanded by Heinz Guderian , had reached the coast of the English Channel at Abbeville , thereby cutting off the BEF from its depots in western France . The importance of holding the Channel Ports for resupply , and if necessary , evacuation , now became apparent to the British high command . Being a port , the defence of Boulogne was the responsibility of the French Navy who manned some 19th century forts that protected the harbour . The garrison was commanded by Commandant Dutfoy de Mont de Benque . Early in the morning of 21 May , he ordered the naval garrison of 1 , 100 men retire behind the medieval walls of the " Haute Ville " or " Old Town " . After hearing some alarming reports of the approach of a large German force , he then ordered his men to disable the coastal guns sited in the forts and to head for the harbour for evacuation . Before the order was countermanded by Admiral François Darlan , Dutfoy and most of his garrison had left , leaving many of the big guns unusable . Prelude . Deployment . Part of 20th Guards Brigade , consisting of the 2nd Battalion , Welsh Guards and 2nd Battalion , Irish Guards , were in training at Camberley on 21 May , when they were ordered to embark for France under the command of Brigadier William Fox - Pitt . Together with the Brigade Anti - Tank Company and a battery of 69th Anti - Tank Regiment , Royal Artillery , they arrived in Boulogne on the morning of 22 May aboard three merchant ships and the destroyer HMS " Vimy " , having been escorted by the destroyers HMS " Whitshed " and HMS " Vimiera " . The French 21st Infantry Division under General Pierre Louis Félix Lanquetot was to hold a line about 10 miles south of the town ; three battalions were already in place . Further British reinforcements , including a regiment of cruiser tank s , were expected from Calais on the following day . Fox - Pitt deployed his men around the edges of the town , the Irish Guards holding the right flank and the Welsh Guards the left . Some road blocks had already been established by Royal Engineers and anti - aircraft personnel along the roads approaching from the south . There were a further 1 , 500 largely untrained men of the Auxiliary Military Pioneer Corps ( AMPC ) in the town awaiting evacuation and some French and Belgian training units ; few of these were of any military use . Battle . German assault . Guderian had decided that the German attack on Boulogne was to be undertaken by 2nd Panzer Division which was under the command of Lieutenant - General Rudolf Veiel . He split the division into two columns , one of which would circle round the town and attack from the north . The other column made contact first in the early afternoon of 22 May , when they encountered the headquarters company of the 48th Infantry Regiment , the only troops of 21st Division who had actually arrived between the Germans and Boulogne . The small French force , that included clerks , drivers and signallers , set up two 75 mm field guns and two 25 mm anti - tank guns to cover the cross roads at Nesles where they delayed the Germans for almost two hours until they were outflanked . The same column arrived at the outskirts of Boulogne that evening , and started shelling and probing of the Irish Guards ' positions in the south of the town . In the early hours of the next morning , more serious fighting developed as the Germans attacked the Welsh Guards ' positions along the coast from the north east . General Brownrigg , who was Fox - Pitt ' s only communication link with England , evacuated himself and his headquarters staff at 03 : 00 on the destroyer HMS " Verity " , without informing the Guards . At 04 : 00 , Fox - Pitt was informed that the French 21st Division had fallen back from their blocking position after an armoured assault . Part of the division were still arriving by train and were machine - gunned by German tanks . As the fighting developed , a gap appeared between the two Guards battalions , so 800 AMPC troops were rushed into the breach ; a further 150 were sent to bolster the Welshmen . By 10 : 00 a further German attack from the south had forced the Irish Guards back into the town . At midday , HMS " Vimy " arrived carrying a naval demolition and shore party ( codenamed " Force Buttercup " ) and started the evacuation of the wounded and AMPC . Orders were passed on that the Guards were to hold Boulogne at all costs , as radio contact with England had been lost earlier in the day . During the afternoon , there was a lull in the fighting which presaged the arrival of a heavy Luftwaffe air raid ; it was partly frustrated by Royal Air Force Spitfire s from 92 Squadron . However , the commanders of both British destroyers were killed by bomb splinters and two French destroyers bombarding offshore were hit by Stuka dive bombers ; " Frondeur " was disabled and " Orage " had to be scuttle d . British evacuation . Shortly before the air raid , the destroyer HMS " Keith " berthed in the harbour and began embarking AMPC troops . Before 18 : 00 " Keith " had received orders for a full evacuation of the British force , a further five destroyers were either " en route " or were standing off Boulogne giving gunfire support . Fox - Pitt decided to continue with the AMPC evacuation while the Guards would conduct a fighting withdrawal to the harbour . and HMS " Vimiera " and HMS " Whitshed " replaced " Vimy " and " Keith " , and embarked most of the Welsh Guards . HMS " Venomous " and HMS " Wild Swan " arrived and began embarking " Force Buttercup " and the Irish Guardsmen . The Germans had taken up positions overlooking the harbour , and conducted a furious firefight with the Guards and the ships , which were using all of their weapons to try to suppress the German fire . At one stage , some German tanks advanced towards the quayside but were knocked out very effectively by the 4 . 7 inch gun s of " Venomous " . One tank was seen to turn " over and over , like a child doing a cart - wheel " after being hit by a naval shell . German field gun s were now covering the harbour , and as HMS " Venetia " was in the narrow entrance channel , she was repeatedly hit and set ablaze , but was able to reverse out the way she had come . This allowed " Venomous " and " Wild Swan " to escape , also backwards , the former using her engines to manoeuvre because her steering had jammed . HMS " Windsor " arrived after dark , and was able to continue the embarkation . On clearing the harbour , she signalled that there were still British troops requiring evacuation , and so " Vimiera " was dispatched again , arriving in Boulogne at 01 : 30 the next morning . At first the quayside was deserted , but the captain called out using a loud hailer and found over a large number of men waiting , who were packed into every available space . When she arrived at Dover at 04 : 00 , 1 , 400 men disembarked . Some 200 Welsh Guardsmen were left behind ; they had been wrongly informed that the evacuation had ended and attempted a breakout to the north east . A total of about 4 , 365 including some French and Belgian troops . French last stand . General Lanquetot had established his headquarters within the medieval walls of the " Haute Ville " ( " Old Town " ) , sometimes called " The Citadel " in British accounts , awaiting the arrival of elements of 23 Division . When he discovered that disaster had befallen his division , he organised his remaining forces to defend the town as best he could . By the time that Brigadier Fox - Pitt had received orders to evacuate , there were no means of communication with General Lanquetot . On the evening of 24 May , the Germans launched two assaults on the town walls at 18 : 00 and 20 : 00 . The attacks were repulsed and some German tanks were reported to have been destroyed . The French Navy continued its gunfire support , however the torpedo boat " Fougueux " and the destroyer " Chacal " were damaged by the Luftwaffe ; " Chacal " was later sunk by German artillery . During the night , a force of one hundred French soldiers attempted to break out towards Dunkirk but failed . At dawn on 25 May , the Germans assaulted the walls again using ladders , grenades and flamethrower s , supported by 88 mm guns . At 8 : 30 , Lanquetot surrendered to Colonel von Vaerts and was taken to meet Guderian , who congratulated him on his defence . Meanwhile , Major J C Windsor Lewis , the officer commanding No 4 Company 2nd Welsh Guards , had taken charge of a large party of stragglers who were vainly awaiting rescue in the sheds at the quayside . Besides Guardsmen from both battalions , there were 120 French infantry , 200 AMPC , 120 Royal Engineers and 150 civilian refugees . Most of the Pioneers were unarmed . When the sheds came under heavy German fire , Windsor Lewis moved the group into the " Gare Maritime " ( the harbour rail station ) and made sandbag barricades . On the evening of 24 May , under direct fire from tanks and machine guns , they drove off a German assault party that had approached the quay in a boat . Without food , running low on ammunition and realising that there would be no further evacuation , the force eventually surrendered at 13 : 00 on 25 May . The Germans captured a total of 5 , 000 Allied troops in Boulogne , the majority of whom were French . Aftermath . As Fox - Pitt retired towards the harbour on the morning of 23 May , Lanquetot had signalled to his superiors that the British were withdrawing precipitately , perhaps unaware of how fiercely the withdrawal was being fought . To make matters worse , Fox - Pitt was out of communication with the French when he received orders to evacuate and was unable to offer to take them too , as his orders had instructed . French complaints about British desertion at Boulogne may have led to Churchill ' s decision not to evacuate Calais , where the British garrison were ordered to fight to the finish . In his memoirs , Churchill stated that he " regretted the evacuation " . British histories tend to emphasise the delay caused to the advance of Guderian ' s corps towards the Dunkirk perimeter ; the official history of the War at Sea states that the defence of Boulogne " undoubtedly contributed to that end " . In the event , it was Hitler ' s famous " halt order " that gave the Allies sufficient time for evacuation , although none of the participants at Boulogne would have been able to foresee it . Both the Welsh and Irish Guards were awarded the battle honour ; " Boulogne 1940 " .