Battle of Khafji The Battle of Khafji was the first major ground engagement of the Gulf War . It took place in and around the Saudi Arabian city of Khafji , from 29 January to 1 February 1991 and marked the culmination of the Coalition ' s air campaign over Kuwait and Iraq , which had begun on 17 January 1991 . Iraqi leader Saddam Hussein , who had already tried and failed to draw Coalition troops into costly ground engagements by shelling Saudi positions and oil storage tanks and firing Scud surface - to - surface missiles at Israel , ordered the invasion of Saudi Arabia from southern Kuwait . The 1st and 5th Mechanized Division s and 3rd Armored Division were ordered to conduct a multi - pronged invasion toward Khafji , engaging American , Saudi and Qatari forces along the coastline . These three divisions , which had been heavily damaged by Coalition aircraft in the preceding days , attacked on 29 January . Most of their attacks were repulsed by U . S . Marines as well as U . S . Army Rangers and Coalition aircraft , but one of the Iraqi columns occupied Khafji on the night of 29 – 30 January . Between 30 January and 1 February , two Saudi Arabian National Guard battalions and two Qatari tank companies attempted to retake control of the city , aided by Coalition aircraft and American artillery . By 1 February , the city had been recaptured at the cost of 43 Coalition servicemen dead and 52 wounded . Iraqi Army fatalities numbered between 60 and 300 , while an estimated 400 were captured as prisoners of war . The battle serves as a modern demonstration that air power in a supporting role to ground forces can be of great assistance in halting and defeating a major ground operation . It was also a major test of the Saudi and Qatari armies . Although the capture of Khafji was a propaganda victory for the Ba ' athist Iraqi government , its subsequent recapture by Saudi and Qatari ground forces provided a major morale boost for Coalition forces . Background . On 2 August 1990 , the Iraqi Army invaded and occupied the neighboring state of Kuwait . The invasion , which followed the inconclusive Iran – Iraq War and three decades of political conflict with Kuwait , offered Saddam Hussein the opportunity to distract political dissent at home and add Kuwait ' s oil resources to Iraq ' s own , a boon in a time of declining petroleum prices . In response , the United Nations began to pass a series of resolutions demanding the withdrawal of Iraqi forces from Kuwait . Afraid that Saudi Arabia would be invaded next , the Saudi government requested immediate military aid . As a result , the United States began marshalling forces from a variety of nations , styled the Coalition , on the Arabian peninsula . Initially , Saddam Hussein attempted to deter Coalition military action by threatening Kuwait ' s and Iraq ' s petroleum production and export . In December 1990 , Iraq experimented with the use of explosives to destroy wellheads in the area of the Ahmadi loading complex , developing their capability to destroy Kuwait ' s petroleum infrastructure on a large scale . On 16 January , Iraqi artillery destroyed an oil storage tank in Khafji , Saudi Arabia , and on 19 January the pumps at the Ahmadi loading complex were opened , pouring crude oil into the Persian Gulf . The oil flowed into the sea at a rate of 200 , 000 barrels a day , becoming one of the worst ecological disasters to that date . Despite these Iraqi threats , the Coalition launched a 38 - day aerial campaign on 17 January 1991 . Flying an estimated 2 , 000 sorties a day , Coalition aircraft rapidly crippled the Iraqi air defense systems and effectively destroyed the Iraqi Air Force , whose daily sortie rate plummeted from a prewar level of an estimated 200 per day to almost none by 17 January . On the third day of the campaign , many Iraqi pilots fled across the Iranian border in their aircraft rather than be destroyed . The air campaign also targeted command - and - control sites , bridges , railroads , and petroleum storage facilities . Saddam Hussein , who is believed to have said , " The air force has never decided a war , " nevertheless worried that the air campaign would erode Iraq ' s national morale . The Iraqi leader also believed that the United States would not be willing to lose many troops in action , and therefore sought to draw Coalition ground troops into a decisive battle . In an attempt to provoke a ground battle , he directed Iraqi forces to launch Scud missiles against Israel , while continuing to threaten the destruction of oilfields in Kuwait . These efforts were unsuccessful in provoking a large ground battle , so Saddam Hussein decided to launch a limited offensive into Saudi Arabia with the aim of inflicting heavy losses on the Coalition armies . As the air campaign continued , the Coalition ' s expectations of an Iraqi offensive decreased . As a result , the United States redeployed the XVIII Airborne Corps and the VII Corps 480 kilometers ( 300 mi ) to the west . The Coalition ' s leadership believed that should an Iraqi force go on the offensive , it would be launched from the al - Wafra oil fields , in Southern Kuwait . Order of battle . The Iraqi Army had between 350 , 000 and 500 , 000 soldiers in theater , organized into 51 divisions , including eight Republican Guard divisions . Republican Guard units normally received the newest equipment ; for example , most of the estimated 1 , 000 T - 72 tanks in the Iraqi Army on the eve of the war were in Republican Guard divisions . The Iraqi Army in the Kuwaiti Theater of Operations ( KTO ) also included nine heavy divisions , composed mostly of professional soldiers , but with weapons of a generally lesser grade than those issued to the Republican Guard . Most non - Republican Guard armored units had older tank designs , mainly the T - 55 or its Chinese equivalents , the Type 59 and Type 69 . The remaining 34 divisions were composed of poorly trained conscripts . These divisions were deployed to channel the Coalition ' s forces through a number of break points along the front , allowing the Iraqi Army ' s heavy divisions and the Republican Guard units to isolate them and counterattack . However , the Iraqis left their western flank open , failing to account for tactics made possible by the Global Positioning System and other new technologies . In Saudi Arabia , the Coalition originally deployed over 200 , 000 soldiers , 750 aircraft and 1 , 200 tanks . This quickly grew to 3 , 600 tanks and over 600 , 000 personnel , of whom over 500 , 000 were from the United States . Iraqi forces . Earmarked for the offensive into Saudi Arabia was the Iraqi Third Corps , the 1st Mechanized Division from Fourth Corps and a number of commando units . Third Corps , commanded by Major General Salah Aboud Mahmoud ( who would also command the overall offensive ) , had 3rd Armored Division and 5th Mechanized Division , as well as a number of infantry divisions . Fourth Corps ' commander was Major General Yaiyd Khalel Zaki . The 3rd Armored Division had a number of T - 72 tanks , the only non - Republican Guard force to have them , while the other armored battalions had T - 62 s and T - 55s , a few of which had an Iraqi appliqué armor similar to the Soviet bulging armor also known as " brow " laminate armor or BDD . During the battle of Khafji , these upgraded T - 55s survived impacts from MILAN anti - tank missiles . These divisions also had armored personnel vehicles such as the BMP - 1 , scout vehicles such as the BRDM - 2 , and several types of artillery . Also deployed along this portion of the front , though not chosen to participate in the invasion , were five infantry divisions that were under orders to remain in their defensive positions along the border . U . S . Marine Corps reconnaissance estimated that the Iraqi Army had amassed around 60 , 000 troops across the border , near the Kuwaiti town of Wafra , in as many as 5 or 6 divisions . Infantry divisions normally consisted of three brigades with an attached commando unit , although some infantry divisions could have up to eight brigades – however most infantry divisions along the border were understrength , primarily due to desertion . Armored and mechanized divisions normally made use of three brigades , with each brigade having up to four combat battalions ; depending on the division type , these were generally a three to one mix , with either three mechanized battalions and one armored battalion , or vice versa . Given the size of the forces deployed across the border , it is thought that the Iraqi Army planned to continue the offensive , after the successful capture of AKhafji , in order to seize the valuable oil fields at Dammam . The attack would consist of a four - prong offensive . The 1st Mechanized Division would pass through the 7th and 14th Infantry Divisions to protect the flank of the 3rd Armored Division , which would provide a blocking force west of Khafji while the 5th Mechanized Division took the town . The 1st Mechanized and 3rd Armored divisions would then retire to Kuwait , while the 5th Mechanized Division would wait until the Coalition launched a counteroffensive . The principal objectives were to inflict heavy casualties on the attacking Coalition soldiers and take prisoners of war , who Saddam Hussein theorized would be an excellent bargaining tool with the Coalition . As the units moved to the Saudi border , many were attacked by Coalition aircraft . Around the Al - Wafrah forest , about 1 , 000 Iraqi armored fighting vehicles were attacked by Harrier aircraft with Rockeye cluster bombs . Another Iraqi convoy of armored vehicles was hit by A - 10s , which destroyed the first and last vehicles , before systematically attacking the stranded remainder . Such air raids prevented the majority of the Iraqi troops deployed for the offensive from taking part in it . Coalition forces . During the buildup of forces , the United States had built observation post s along the Kuwaiti - Saudi border to gather intelligence on Iraqi forces . These were manned by United States Navy SEALs , Marine Corps Force Reconnaissance and Army Special Forces personnel . Observation post 8 was farthest to the east , on the coast , and another seven observation posts were positioned each until the end of the " heel " , the geographic panhandle of southernmost Kuwait . Observation posts 8 and 7 overlooked the coastal highway that ran to Khafji , considered the most likely invasion route of the city . 1st Marine Division had three companies positioned at observation posts 4 , 5 and 6 ( Task Force Shepard ) , while the 2nd Marine Division ' s 2nd Light Armored Infantry Battalion set up a screen between observation post 1 and the Al - Wafrah oil fields . The Saudis gave responsibility for the defense of AKhafji to the 2nd Saudi Arabian National Guard Brigade and a Qatari armored battalion , attached to Task Force Abu Bakr . The 5th Battalion of the 2nd Saudi Arabian National Guard Brigade set up a screen north and west of Khafji , under observation post 7 . At the time , a Saudi Arabian National Guard Brigade could have up to four motorized battalions , each with three line companies . The brigade had a nominal strength of an estimated 5 , 000 soldiers . The Saudis also deployed the Tariq Task Force , composed of Saudi Arabian Marines and a battalion of Moroccan infantry . Two further task forces , Othman and Omar Task Forces , consisted of two Mechanized Ministry of Defense and Aviation Brigades , providing screens about south of the border . The country ' s main defenses were placed south of the screen . The majority of the Arab contingent was led by General Khaled bin Sultan . The forces around Khafji were organized into the Joint Forces Command - East , while Joint Forces Command - North defended the border between observation post 1 and the Kuwaiti - Iraqi border . Battle . On 27 January 1991 , Iraqi President Saddam Hussein met in Basra with the two Iraqi army corps commanders who would lead the operation , and Major General Salah Mahmoud told him that Khafji would be his by 30 January . During his return trip to Baghdad , Saddam Hussein ' s convoy was attacked by Coalition aircraft ; the Iraqi leader escaped unscathed . Throughout 28 January , the Coalition received a number of warnings suggesting an impending Iraqi offensive . The Coalition was flying two brand - new E - 8A Joint Surveillance Target Attack Radar System ( Joint STARS ) aircraft , which picked up the deployment and movement of Iraqi forces to the area opposite of Khafji . Observation posts 2 , 7 and 8 also detected heavy Iraqi reconnoitering along the border , and their small teams of air - naval gunfire liaison Marines called in air and artillery strikes throughout the day . Lieutenant Colonel Richard Barry , commander of the forward headquarters of the 1st Surveillance , Reconnaissance and Intelligence Group , sent warnings about an impending attack to Central Command . CentCom leaders were too preoccupied with the air campaign to heed them however , and so the Iraqi operation came as a surprise . Beginning of Iraqi offensive : 29 January . The Iraqi offensive began on the night of 29 January , when approximately 2 , 000 soldiers in several hundred armored fighting vehicles moved south . The Gulf War ' s first ground engagement was near observation post 4 , built on the Al - Zabr police building . Elements of the Iraqi 6th Armored Brigade , ordered to take the heights above Al - Zabr , engaged Coalition units at Al - Zabr . At 20 : 00 hours , U . S . Marines at the observation post , who had noticed large groups of armored vehicles through their night vision devices , attempted to talk to battalion headquarters but received no response . Contact was not established until 20 : 30 hours , which prompted Task Force Shepard to respond to the threat . Coalition soldiers at observation post 4 opened fire on the Iraqi column , but this largely ineffective fire drew a heavy Iraqi response which forced the company to retire south , by order of its commanding officer . To cover the withdrawal , the company ' s platoon of LAV - 25 s and LAV - ATs ( anti - tank variants ) moved to engage the Iraqi force . One of the anti - tank vehicles opened fire , after receiving permission , at what it believed was an Iraqi tank . Instead , the missile destroyed a friendly LAV - AT a few hundred meters in front of it . Despite this loss , the platoon continued forward and soon opened fire on the Iraqi tanks with the LAV - 25 ' s autocannons . The fire could not penetrate the tanks ' armor , but did disorient their tank commanders . Soon thereafter , a number of A - 10 ground - attack aircraft arrived but found it difficult to pinpoint enemy targets and began dropping flares to illuminate the zone . One of these flares landed on a friendly vehicle , and although the vehicle radioed in its position , it was hit by an AGM - 65 Maverick air - to - ground missile that killed the entire crew except for the driver . Following the incident , the company was withdrawn and the remaining vehicles reorganized into another nearby company . With observation post 4 cleared , the Iraqi 6th Armored Brigade withdrew over the border to Al - Wafrah under heavy fire from Coalition aircraft . Coalition forces had lost 11 troops to friendly fire and none to enemy action . While the events at observation post 4 were unfolding , the Iraqi 5th Mechanized Division crossed the Saudi border near observation post 1 . A Company of the 2nd Light Infantry Armored Battalion , which was screening the Iraqi unit , reported a column of 60 – 100 BMPs . The column was engaged by Coalition A - 10s and Harrier jump jets . This was then followed by another column with an estimated 29 tanks . One of the column ' s T - 62 tanks was engaged by an anti - tank missile and destroyed . Coalition air support , provided by A - 10s and F - 16 s , engaged the Iraqi drive through observation post 1 and ultimately repulsed the attack back over the Kuwaiti border . Aircraft continued to engage the columns throughout the night , until the next morning . Another column of Iraqi tanks , approaching observation post 2 , were engaged by aircraft and also repulsed that night . An additional Iraqi column crossed the Saudi border to the East , although still along the coast , towards the city of Khafji . These Iraqi tanks were screened by the 5th Mechanized Battalion of the 2nd Saudi Arabian National Guard Brigade . This battalion withdrew when it came under heavy fire , as it had been ordered to not engage the Iraqi column . Elements of the 8th and 10th Saudi Arabian National Guard Brigades also conducted similar screening operations . Due to the order to not engage , the road to Khafji was left open . At one point , Iraqi T - 55s of another column rolled up to the Saudi border , signaling that they intended to surrender . As they were approached by Saudi Arabian troops , they reversed their turrets and opened fire . This prompted air support from a nearby AC - 130 , destroying 13 vehicles . Nevertheless , the Iraqi advance towards Khafji continued on this sector , despite repeated attacks from an AC - 130 . Attempts by the Saudi commanders to call in additional air strikes on the advancing Iraqi column failed when the requested heavy air support never arrived . Khafji was occupied by approximately 00 : 30 on 30 January , trapping two six - man reconnaissance teams from the 1st Marine Division in the city . The teams occupied two apartment buildings in the southern sector of the city and called artillery fire on their position to persuade the Iraqis to call off a search of the area . Throughout the night , Coalition air support composed of helicopters and fixed - wing aircraft continued to engage Iraqi tanks and artillery . Initial response : 30 January . Distressed by the occupation of Khafji , Saudi commander General Khaled bin Sultan appealed to American General Norman Schwarzkopf for an immediate air campaign against Iraqi forces in and around the city . However this was turned down , and it was instead decided that the city would be retaken by Arab forces . The task fell to the 2nd Saudi Arabian National Guard Brigade ' s 7th Battalion , composed of Saudi infantry and two Qatari tank companies attached to the task force . These were supported by U . S . Army Special Forces and Marine Reconnaissance personnel . The force was put under the command of Saudi Lieutenant Colonel Matar , who moved out by 17 : 00 hours . The force met up with elements of the U . S . 3rd Marine Regiment , south of Khafji , and were ordered to directly attack the city . The engagement of that night was to be the first battle the Qatari Army had seen in its entire history . A platoon of Iraqi T - 55s attacked a Qatari tank company south of the city , leading to the destruction of three T - 55s by Qatari AMX - 30 s , and the capture of a fourth Iraqi tank . Lacking any coordinated artillery support , artillery fire was provided by the 11th Marine Regiment . An initial attack on the city was called off after the Iraqi occupants opened up with heavy fire , prompting the Saudis to reinforce the 7th Battalion with two more companies from adjacent Saudi units . The attempt to retake the city had been preceded by a 15 - minute preparatory fire from U . S . Marine artillery . However Iraqi fire did manage to destroy one Saudi V - 150 armored personnel carrier . Meanwhile , 2nd Saudi Arabian National Guard Brigade ' s 5th Battalion moved north of Khafji to block Iraqi reinforcements attempting to reach the city . This unit was further bolstered by the 8th Ministry of Defense and Aviation Brigade , and heavily aided by Coalition air support . Although fear of friendly fire forced the 8th Ministry of Defense and Aviation Brigade to pull back the following morning , Coalition aircraft successfully hindered Iraqi attempts to move more soldiers down to Khafji and caused large numbers of Iraqi troops to surrender to Saudi forces . That night , two U . S . Army heavy equipment transporters entered the city of Khafji , apparently lost , and were fired upon by Iraqi troops . Although one truck managed to turn around and escape , the two drivers of the second truck were wounded and captured . This led to a rescue mission organized by 3rd Battalion 3rd Marine Regiment , which sent a force of 30 men to extract the two wounded drivers . Although encountering no major opposition , they did not find the two drivers who had , by this time , been taken prisoner . The Marines did find a burnt out Qatari AMX - 30 , with its dead crew . That same night , a U . S . Air Force AC - 130 was shot down by an Iraqi surface to air missile ( SAM ) , killing the aircraft ' s crew of 14 . The interdiction on the part of Coalition aircraft and Saudi and Qatari ground forces was having an effect on the occupying Iraqi troops . Referring to Saddam Hussein ' s naming of the ground engagement as the " mother of all battles " , Iraqi General Salah radioed in a request to withdraw , stating , " The mother was killing her children . " Since the beginning of the battle , Coalition aircraft had flown at least 350 sorties against Iraqi units in the area and on the night of 30 – 31 January , Coalition air support also began to attack units of the Iraqi Third Corps assembled on the Saudi border . Recapture of Khafji : 31 January – 1 February . On 31 January , the effort to retake the city began anew . The attack was launched at 08 : 30 hours , and was met by inaccurate Iraqi fire which knocked - out two Saudi V - 150 wheeled vehicles . The 8th battalion of the Saudi brigade was ordered to deploy to the city by 10 : 00 hours , while 5th Battalion to the north engaged another column of Iraqi tanks attempting to reach the city . The latter engagement led to the destruction of around 13 Iraqi tanks and armored personnel carriers , and the capture of 6 more vehicles and 116 Iraqi soldiers , costing the Saudi battalion two dead and two wounded . The 8th Battalion engaged the city from the northeast , linking up with 7th Battalion . These units cleared the southern portion of the city , until 7th Battalion withdrew south to rest and rearm at 18 : 30 hours , while the 8th remained in Khafji . The 8th continued clearing buildings and by the time the 7th had withdrawn to the south , the Saudis had lost approximately 18 dead and 50 wounded , as well as seven V - 150 vehicles . Coalition aircraft continued to provide heavy support throughout the day and night . A veteran of the Iran - Iraq War later mentioned that Coalition airpower " imposed more damage on his brigade in half an hour than it had sustained in eight years of fighting against the Iranians . " During the battle , an Iraqi amphibious force was sent to land on the coast and move into Khafji . As the boats made their way through the Persian Gulf towards Khafji , American and British aircraft caught the Iraqi boats in the open and largely destroyed the Iraqi amphibious force . The Saudi and Qatari units renewed operations the following day . Two Iraqi companies , with about 20 armored vehicles , remained in the city and had not attempted to break out during the night . While the Saudi 8th Battalion continued operations in the southern portion of the city , the 7th Battalion began to clear the northern sector of the city . Iraqi resistance was sporadic and most Iraqi soldiers surrendered on sight ; as a result , the city was recaptured on 1 February 1991 . Aftermath . During the battle , Coalition forces incurred 43 fatalities and 52 injured casualties . This included 25 Americans killed , 11 of them by friendly fire along with 14 airmen killed when their AC - 130 was shot down by Iraqi SAMs . The Americans also had two soldiers wounded and another two soldiers were captured in Khafji . Saudi and Qatari casualties totaled 18 killed and 50 wounded . Two Qatari AMX - 30 s main battle tank s and between seven and ten lightly armored Saudi V - 150 s were knocked out . Iraq listed its casualties as 71 dead , 148 wounded and 702 missing . U . S . sources present at the battle claim that 300 Iraqis lost their lives , and at least 90 vehicles were destroyed . Another source suggests that 60 Iraqi soldiers were killed and at least 400 taken prisoner , while no less than 80 armored vehicles were knocked out ; however these casualties are attributed to the fighting both inside and directly north of Khafji . Whatever the exact casualties , the majority of three heavy Iraqi divisions had been destroyed . The Iraqi capture of Khafji was a major propaganda victory for Iraq : on 30 January Iraqi radio claimed that they had " expelled Americans from the Arab territory " . For many in the Arab world , the battle of Khafji was seen as an Iraqi victory , and Hussein made every possible effort to turn the battle into a political victory . On the other side , confidence within the United States Armed Forces in the abilities of the Saudi and Qatari armies increased as the battle progressed . After Khafji , the Coalition ' s leadership began to sense that the Iraqi Army was a " hollow force " and it provided them with an impression of the degree of resistance they would face during the Coalition ' s ground offensive that would begin later that month . The battle was also a major propaganda victory for Saudi Arabia , which had successfully defended its territory . Despite the success of the engagements between 29 January and 1 February , the Coalition did not launch its main offensive into Kuwait and Iraq until the night of 24 – 25 February . The invasion of Iraq was completed about 48 hours later . The Battle of Khafji served as a modern example of the ability of air power to serve a supporting role to ground forces . It offered the Coalition an indication of the manner in which Operation Desert Storm would be fought , but also hinted at future friendly - fire casualties which accounted for nearly half of the American dead .