Lt. Col. Robert D. Heinl, Jr. U S M C


U. S. MARINE CORPS                                                        1948

                             Marine Corps Monographs

                                  in This Series

                              The Defense of Wake

                              The Battle for Tarawa

                              Marines at Midway

     THE COVER OF THIS NARRATIVE shows the obsolete fabric-covered
     SB2U-3 dive bombers of Marine Scout Bombing Squadron 241 taking
     off to attack the Japanese fleet striking force on the morning
     of 4 June 1942, during the battle of Midway.




The name Midway means much to Marines. At the very outset of war, when 
Midway's sole garrison consisted of a Fleet Marine Force defense battalion 
stationed there in advance of hostilities, the Japanese found that here, as at 
Wake, Marines were ready. Subsequently, in the battle of Midway, the heroism 
of Marine fighter and dive-bomber pilots, who attacked effectively and 
unhesitatingly against tremendous odds, demonstrated once again that courage 
and discipline are among the high traditions of our Corps.

     There is another lesson to be derived from the Marine story of Midway, 
however, and that is the unity of the Fleet Marine Force as a completely 
integrated air-ground team. This, too, is traditional, but it has never been 
better demonstrated than by the integration of Marine artillery and infantry 
(who secured the base) with Marine air which struck the first blow at the 
Japanese carriers from that base. While Marine fighters were slashing at enemy 
air, Marine artillerymen were shooting the Japanese planes down, and Marine 
dive bombers were harrying the enemy fleet.

     This coordinated interaction by land and sea and air embodied the 
time-tried and proven doctrines of the Marine Corps in one of its primary 
fields: that of the defense of advanced bases. To all students of this 
subject, I commend the story of Marines at Midway.

                             C. B. CATES, GENERAL, U. S. MARINE CORPS,
                                  COMMANDANT OF THE MARINE CORPS.




"Marines at Midway" is an account prepared by the Historical Section, Division 
of Public Information, Headquarters, United States Marine Corps, of the role 
played by Marines in the base-development and defense of Midway Atoll. It is 
the third of a series of narratives intended to provide both student and 
casual reader with accurate and complete information on Marine Corps 
operations in World War II. As a sufficient number of these monographs are 
brought to completion, these in turn will be edited for final compilation into 
an operational history of the Corps during the past war.

     This account is exactly what its title implies: the Marine story on 
Midway. Its scope is intentionally limited to Marine history, and no attempt 
is made to give full treatment of Navy or Army operations in this locale, 
except as these impinge upon activities of Marine units.

     Acknowledgment for generous assistance must be made to the Historian of 
Naval Operations, Capt. Samuel Eliot Morison, USNR, and to Lieut. Roger 
Pineau, USNR, of the Office of Naval History. Commander E. John Long, USNR, of 
the Office of the Secretary of National Defense, provided much assistance in 
assembly of illustrations. Cartographic services were furnished by the 
Reproduction Department, Marine Corps Schools, Quantico, Va., and all 
photographs are United States Marine Corps, Navy or Army official. All 
personnel are referred to herein by the rank held at the time described in the 
narrative. Dates and times are West longitude and local zone time unless 
otherwise indicated. Citations of United States Strategic Bombing Survey 
(USSBS) material, unless otherwise indicated, are from "Interrogations of 
Japanese Officials," Naval Analysis Division, USSBS, 1946, and are indicated 
briefly by the NAV-interrogation numbers found in that publication.

     Finally, however, credit must be given to the officers who, having served 
on Midway, unstintingly furnished much additional information of historical 
value by interview or in reply to Historical Section questionnaires. It is 
strongly hoped that these and others with first-hand experience will make 
possible further improvement of this narrative either by submitting comments 
or, when in Washington, by visiting the Historical Section, Division of Public 
Information, Headquarters Marine Corps, for interview and discussion of the 
points involved.

                                                 W. E. RILEY,
                                    BRIGADIER GENERAL, U. S. MARINE CORPS,
                                     DIRECTOR, DIVISION OF PUBLIC INFORMATION.




                                                           Original    On-Line
                                                             Page       Page

BIRTH OF A BASE.............................................    1          8

WAR COMES TO MIDWAY.........................................   11         18

GIRDING FOR BATTLE..........................................   16         23

THE BATTLE, 4-5 JUNE 1942...................................   26         34

Appendix I    Documentation and Bibliography                   43         52
Appendix II   Midway Chronology                                45         54
Appendix III  Navy Unit Commendation, 
               6th Defense Battalion, FMF                      47         56
Appendix IV   Events at Battery D, 7 December 1941             48         57
Appendix V    Preparations of MAG-22 for Battle                51         60
Appendix VI   Dive-Bomber Pilot's Narrative,
               Battle of Midway                                53         62
Appendix VII  Staff and Command List, Marine Corps
               Units Participating in Battle of Midway         55         64


                                   CHAPTER I

                                Birth of a Base

     * * *  the Pacific strategy of 1941 contemplated rendering our bases
     relatively secure against air raids, hit-and-run surface attacks, or 
     even minor landings.  * * *  Within and about the structure of such
     lightly-held but secure bases, the Pacific Fleet was expected to ply,
     awaiting the moment when battle could be joined with enemy naval 
     forces--"to get at naval forces with naval forces," Admiral Kimmel put
     it--in decisive action for control of the sea.
     --United States Marine Corps historical monograph, "The Defense of Wake."

     Despite their entire disparity in outcome, Midway and Wake, the two 
Central Pacific base-defense operations in which the Marine Corps participated 
during 1941 and 1942, had much in common. Even their differences, the very 
differences which spelled surrender for Wake and victory at Midway, were those 
of degree and not of quality.

     Each atoll was defended by a combination of Fleet Marine Force 
base-defense artillery and aviation. From the viewpoint of these defenders, 
each action was conducted with much the same type of materiel, and based upon 
identical tactical concepts. Only in that Midway's fortification and 
development had commenced sooner; that more planes, troops, and weapons were 
available earlier; that Midway was farther away from island enemy air bases; 
and, most important of all, that the Pacific Fleet of June 1942, had recovered 
to some extent from the shock of December 1941--only in these matters of 
degree did the two Operations differ. Yet it was this question of 
degree--especially in regard to Fleet support--which permitted the successful 
defense of Midway.

     The strategic importance of Midway had long been recognized. In 1938, the 
famous Hepburn Report, dealing with United States requirements for naval 
bases, had this to say:

        From a strategic point of view, an air base at Midway Island is 
     second in importance only to Pearl Harbor.<1>

The Board, which derived its name from the senior member, Rear Admiral Arthur 
J. Hepburn, USN, accordingly recommended immediate development of Midway as a 
naval air and submarine base with facilities for two patrol-plane squadrons; 
two divisions of submarines; and pier, channel and turning basin within the 
lagoon for large auxiliaries. In conclusion, the Board included Midway in a 
select group of projects "necessary of accomplishment at the earliest 
practicable date,"<2> and recommended for Midway expenditures amounting to 
$13,040,000, which would, by 1943, accomplish the desired development.<3>

     Lying approximately 1,137 miles northwest of Oahu, Midway, outer rampart 
of the Hawaiian chain, had been recognized to be strategic as early as 1867 
when the Secretary of the Navy, Gideon Welles, directed that Brooks Island, as 
it was then known, be claimed and surveyed for the United States. In 1869, 
Congress actually appropriated $50,000 for dredging an entrance channel and

     <1>"Report on Need of Additional Naval Bases to Defend the Coasts of the 
United States, Its Territories and Possessions," House. Document No. 65, 76th 

Cong., 1st sess., 27 December 1938, hereinafter cited as HEPBURN REPORT. par. 
     <2>Ibid., par. 151 and "Summary of Recommendations."
     <3>Ibid., "Estimates of Obligations and Expenditures."



     MIDWAY'S CABLE STATION in the days when there was nothing hut sand
     on Sand Island. This picture was taken in the early 1900's before
     Marines came to Midway.

clear anchorage within the lagoon.<4> On 29 April 1903, its importance was 
further enhanced by establishment of the Commercial Pacific Cable Co.'s 
station on Sand Island, where the station still remains.

     Shortly after surveys by the U. S. S. WRIGHT in February 1934, Pan 
American Airways, quick to realize Midway's importance from the viewpoint of 
Pacific air operations, commenced development of a commercial seaplane base, 
likewise on Sand Island. Pan American's construction work began on 15 April 
1935, and on 6 June of the same year, the first clipper landed at Midway.<5>

     Although popularly known as Midway Island, Midway is in fact a circular 
atoll, about 6 miles in diameter, enclosing two islands, Sand and Eastern. 
Both were originally sand patches covered by sparse, tough shrub. On Eastern 
Island, guano had accumulated. As a result of years of experiment, the cable 
company, aided by the United States Department of Agriculture, discovered that 
a type of wire grass found on the sand dunes near San Francisco would bind the 
sands of Midway, and, with this as a starter, it became possible to plant 
ironwood trees from the Hawaiian Islands and eucalyptus from Australia. As a 
result, by 1934 Sand Island supported a grove of 40-foot ironwoods, subsidiary 
growth including grass, and truck gardens about the cable station. At the 
northeast end of Eastern Island, stood three or four scrub trees. Throughout 
both islands there grew the scaevola bush <6>--locally described as a dwarf 
magnolia because of its leaves and on all sides were to be encountered the 
ubiquitous "gooney-birds,"<7> actually albatrosses, together with several 
other species: flightless rails, moan-

     <4>The 19th century history of Midway is colorful and replete with 
adventure which runs from shipwreck to murder and smuggling. See "The 
Wrecker," by Robert Louis Stevenson, 1891.
     <5>Historical data from "Midway the North Pacific's Tiny Pet," Homer C. 
Votaw, U. S. Naval Institute Proceedings, pp. 1606-1607, hereinafter cited as 
VOTAW. The first airplane flight from Midway lagoon was carried out by a Naval 
aircraft on 10 October 1920. Cable Station Diary that date, hereinafter cited 
     <6>Pronounced by countless Marines as "skavoli."
     <7>There were two species, one black, and the other black and white. The 
former is properly entitled the "Black-footed Albatross"; the latter, the 
"Laysan Albatross," "Midway Islands," Fred C. Hadden, undated, hereinafter 
cited as Hadden.


ing birds, gannets, frigate birds, terns, and boat-swain birds, to name the 
most common.

     Of the two islands, Eastern is the smaller and lower, being 
one-and-one-quarter miles long and but 12 feet above sea level at its highest 
point. Sand Island, however, attains a height of 39 feet and is almost two 
miles in length. Both islands lie in the south half of the lagoon, close 
aboard the reef.  Welles Harbor, the prewar roads, and entrance to the lagoon 
is just west of Sand Island, the western of the two islands, but a new 
entrance to the lagoon, Brooks Channel, between Sand and Eastern Island, was 
dredged in 1938, and is now the only one in use.<8>

     From 1935 to early 1940, Midway's development progressed smoothly, first 
under the aegis of Pan American, and, from mid-1939 on, under the Navy as a 
result of the Hepburn recommendations. By the end of 1939, heavy construction 
was well started on Sand Island, and Brooks Channel had been partially blasted 
and dredged open by United States Army Engineers. Eastern Island, however, 
remained unchanged, occupied only by two "retired" burros from the cable 

     In early 1939, the military history of the defense of Midway might be 
said to have commenced when Colonel Harry K. Pickett, assisted by Captain 
Alfred R. Pefley, was sent to the atoll--as well as Wake and Johnston--to 
conduct a military reconnaissance and prepare tentative defense plans for 
fortification of all three.<9> These plans, which were completed almost a year 
later,<10> were approved by the Chief of Naval Operations, Admiral Harold W. 
Stark, USN, who then directed,<11> on 20 December 1939, that the Commandant, 
Fourteenth Naval District, establish,


     MARINES CALLED IT "SKAVOLI"--the dwarf magnolia, or scaevoli
     bushes, which virtually cover the surface of Sand and Eastern

     <8>Data from "Sailing Directions for the Pacific Islands, Volume II," H. 
O. 166, U. S. Navy Hydrographic Office, p. 451; Votaw, p. 1607; and note by 
Lt. Col. Samuel G. Taxis.
     <9>Letter from Col. Alfred R. Pefley to CMC, 13 January 1948.
     <10>Official report of Col. Harry K. Pickett to MGC submitting defense 
plans for Midway, 14 October 1939, hereinafter cited as Pickett report.
     <11>CNO serial 397, 20 December 1939.



     SAND ISLAND IN 1935, when the 1st Battalion, 6th Marines, FMF,
     held amphibious landing exercises at Midway.  Note the Marine
     camp on beach in right foreground.

when practicable, a Marine detachment as a garrison on Midway.<12>

     With this very mission in prospect, the 3d Defense Battalion, Fleet 
Marine Force, commanded by Lieutenant Colonel Robert H. Pepper, was at this 
time under orders for movement from the East coast to the Hawaiian area; and 
the Battalion arrived at Pearl Harbor in U. S. S. CHAUMONT after an uneventful 
voyage from Charleston, S. C., on 7 May 1940.

     Following the 3d Defense Battalion's establishment at Pearl Harbor, it 
became apparent that facilities at Midway were not sufficiently advanced to 
permit garrisoning the atoll with anything approaching the full strength of a 
defense battalion, or even an appreciable cadre sufficient in number to 
commence installation of weapons or construction of fortifications. Colonel 
Pepper accordingly recommended on 23 May that Rear Admiral Claude C. Bloch, 
USN, Commandant, Fourteenth Naval District, authorize the sending of an 
advance reconnaissance party to Midway. This group, to consist of two officers 
and not more than 16 enlisted Marines, would conduct detailed reconnaissance 
of the ground, propose up-to-date defensive plans and dispositions for a 
defense battalion, execute the painstaking surveys required for accurate 
artillery fire, and would, in addition be available to the Navy's resident 
officer in

     <12>This was not, however, the first Marine detachment to garrison 
Midway. To protect the cable station and prevent Japanese poachers from 
violating Midway's status as a bird sanctuary, a detachment of one officer and 
20 enlisted Marines served on Midway from 1904, through 1908, occupying a camp 
site on rising ground near the center of Sand Island. VOTAW, p. 1605; Annual 
Report of the Commandant of the Marine Corps 1904. Fleet Marine Force landing 
exercised conducted by the 1st Battalion, 6th Marines--were also held at 
Midway in May 1935, CABLE DIARY, that month.


charge of the Midway construction project<13> for assistance should emergency 
arise among the motley group of civilian contract laborers.<14>

     Admiral Bloch's reaction to this proposal was immediate. Within a week, 
on 31 May, Captain Samuel G. Taxis, then commanding the 5-inch seacoast group 
of the 3d Defense Battalion, was ordered to Midway with a reconnaissance party 
(First Lieutenant James G. Bishop, eight enlisted Marines and two Navy 
hospital corpsmen)<15> for six weeks of preliminary work.  He was to establish 
a small Marine camp, prepare tentative recommendations for the seacoast 
defense of Midway by the three 5-inch batteries of his group (as well as 
certain antiaircraft recommendations), survey the base lines required for 
accurate fire control, and block out the tactical communication net which 
would be needed by the defending battalion.  Within six weeks, his 
instructions added, he could expect relief by a similar detachment with 
further missions.<16>

     Shortly after, on 5 June, Admiral Bloch--as a result of Colonel Pepper's 
further recommendation ordered Lieutenant Commander Julian Love (MC) USN, the 
3d Defense Battalion medical officer, to Midway to carry out a sanitary and  
medical survey. This officer sailed from Pearl Harbor in the U.S.S. SIRIUS, 
reached Midway on 11 June, and completed his survey by 16 June. Love's report, 
an extremely thorough and detailed document, pointed out many aspects of life 
on Midway which would become characteristic to future Marines in garrison.

     Midway he found to be temperate to tropical in climate, with cool nights. 
He noted the brilliant, white sand, which resulted in intense ground glare 
from the sun.<17> Of the birds he stated:

        Certain considerations should be made or continued for the
     preservation of these birds for they are a great source of amusement, 
     and the cheerful calls (sic)<18> add much to the island and will in a
     latent way add to the morale of personnel.  * * *

There were cattle and poultry at the cable station, and abundant fish in the 
lagoon. No significantly dangerous sanitary or epidemiological factors 
existed, and, in conclusion, he opined:

        This island is very pleasant and beautiful and should offer a happy
     outlook to married personnel. For single officers and men it will
     probably be better to rotate duty between there and Pearl Harbor at 3 to
     6 month intervals during peacetime to avoid monotony and to give
     consideration to natural desires of the men.<19>

     On 9 July, Captain Kenneth W. Benner, with First Lieutenant Donald J. 
Decker, eight enlisted Marines, and two Navy hospital corpsmen, was ordered to 
Midway to relieve Captain Taxis and his detail. Captain Benner's instructions 
were substantially similar to those of Captain Taxis, except that the former, 
who commanded the 3-inch antiaircraft group of the defense battalion was to 
devote his reconnaissance and survey to that required for antiaircraft defense 
of the islands.<20>

     Meanwhile, acting on Captain Taxis's initial information and Colonel 
Pepper's urging, Admiral Bloch ordered the latter to establish on or after 1 
September what was provisionally designated the Midway Detachment, Fleet 
Marine Force, consisting of nine officers, 168 enlisted, and approximately 
one-third of the 3d Defense Battalion's materiel, including one 5-inch battery 
(two guns). This detachment was to act in turn as an advance echelon of the 
whole battalion, personnel being rotated between Pearl Harbor and Midway on a 
four- to six-month basis.

     Major Harold C. Roberts (to be killed in action five years later while 

commanding the 22d Marines on Okinawa) was in command of the Mid- 

     <13>This was Lt. D. B. Ventres (CEC), USNR.
     <14>CO, 3d Defense Battalion, memorandum to Com14, 23 May 1940.
     <15>Taxis, Samuel G., Lt. Col., official reply to Historical Section 
questionnaire regarding Midway, hereinafter cited as TAXIS, p. 3.
     <16>Commandant, 14th Naval District, letter of instructions to Capt. 
Samuel G. Taxis, 31 May 1940.
     <17>Col. Kenneth W. Benner comments on this point: "The tender-skinned 
boys were sunburned under their chins because of reflected glare."
     <18>On reviewing this passage, Lt. Col. Stuart M. Charlesworth, another 
Midway pioneer, commented: "The call of the sooty tern is anything but 
cheerful  * * *" and HADDEN, p. 5, says that the cry of the moaning bird 
(Wedge-Tailed  Shearwater) "  * * *  sounds as though all the devils in hell 
are crying out in anguish."
     <19>Love, Julian, Lt. Comdr. (MC) USN, report to Com14, 21 June 1940.
     <20>Commandant, 14th Naval District, letter of instructions to Capt. 
Kenneth W. Benner, 9 July 1940.



     THE UBIQUITOUS GOONEY-BIRDS provided amusement for Marines
     and problems for aviators.

way Detachment when it sailed from Pearl Harbor on 23 September 1940, in three 
ships, the U.S.S. SIRIUS, a World War I Hog Islander, and two 
destroyer-minecraft made available for the trip.  Six days later, on 29 
September, Major Roberts landed his detachment via barges and began the 
arduous task of making camp and installing the defenses of Midway.<21>

     The Roberts<22> detachment was quartered in the temporary barracks of an 
Army Engineer unit which had been working on Midway in connection with harbor 
improvements within the lagoon. During the next six months, the Midway 
Marines' duties would consist of the unceasing arduous grind which perhaps 
above all other aspects characterized duty in the defense battalions of 
1940-1. Heavy weapons and fire-control materiel were gradually emplaced and 
magazines and shelters were dug--largely by hand tools, for engineering 
equipment was a scarce commodity in Marine units of those days. In addition to 
the foregoing military duties, the Marines also--on order of the Fourteenth 
Naval District--were required to act as stevedores and longshoremen for ships 
coming to Midway.

     Highlights of life on Midway during this initial period are described by 
one officer in the following passage<23>:

        Considerable effort was expended in filling and manhandling sandbags
     from the beach areas to the gun positions; this was necessary to 
     preserve the limited camouflage furnished by the scaevola. Much sweat 
     and ingenuity was required to install the 5-inch guns on top of the 
     20-foot sand dune fringing Sand Island.

     It was impossible to stand on one high point of the * * *  dune and 
recognize changes in elevation and direction of contours on Sand Island with 
its covering of dense scaevola brush. To attempt to locate known points while 
walking through the scaevola was also impossible due to the height and density 
of foliage. The final solution in locating positions for magazine 
installations to be constructed 

     <21>Muster roll, 3d Defense Battalion, FMF, September 1940. These were 
not, however, the first defensive installations to be made on Midway. VOTAW, 
p. 1605, states that "two quick-firing cannon were installed" during the 1904-
08 garrisoning of Midway by Marines, but that a magazine explosion caused 
their use to be terminated.
     <22>The Roberts detachment was partially relieved by a similar group 
under Major Kenneth W. Benner in December 1940. This unit remained on Midway 
until the full battalion arrived in 1941.
     <23>Letter by Lt. Col. Stuart M. Charlesworth to CMC, 15 January 1948.


in accordance with future planning was to send out a two-man team of officers 
on a TD-9 tractor to press down trails along the inside of the fringing dunes 
and to various points in the center of the island. This was accomplished by 
one officer standing up on the back of the tractor in a position from which he 
could look above the scaveola and give general directions to the driver. It 
proved to be hot work in the direct sun without benefit of breeze and many 
spills were taken from the pitching "cat." * * *

        The "gooney" birds were a considerable problem within the
     position-areas because once they fell into a gun pit they did not have
     the intelligence necessary to find their way out. Actually the birds
     created quite a diversion for the men working on the guns; and if 
     paint were hereditary, I imagine that many a "gooney" bird is still
     wearing the red-lead splotches so delicately given his ancesters by the
     Midway Detachment.

     Recreation in the Midway Detachment consisted generally of swimming, 
limited boating and fishing, a small amount of beer on occasion, and a 
somewhat haphazard outdoor movie which came into being late in the tour. 
Actually the birds seemed to enjoy the movie as much as the men because the 
sooty tern and moaning bird would invariably flock around the sound box and 
emit their mournful wail.

     During the laying season the island was literally covered with eggs so 
that in certain areas it was almost impossible to walk without stepping on 
one.  There probably wasn't a man in the detachment who didn't at one time or 
another sit down to a dinner of tern eggs, whether of necessity or for the 

     While the advance echelon of the 3d Defense Battalion labored on Midway, 
the Chief of Naval Operations, increasingly concerned over the international 
situation, directed, early in 1941, that the entire battalion be established 
at Midway; and that the 6th Defense Battalion, then in training at San Diego, 
but without its heavy material, be transferred to Pearl Harbor for advanced 
training, and for service as a rotational pool of replacements for Marine 
garrisons shortly to be established at Midway, Johnston, and Palmyra.<24>

     The orders had been anticipated, and, on 7 February 1941, when CinCPac 
issued implementing instructions with regard to Midway, it was a matter of 
only three days before the balance of the 3d Defense Battalion, approximately 
28 officers and 565 enlisted Marines, with all heavy organizational equipment 
loaded in U.S.S. ANTARES, sailed from Pearl Harbor distributed among the ships 
of Cruiser Division 8.<25> The movement was executed without incident, and, on 
14 February, the battalion arrived and commenced disembarkation at Midway.

     This, however, was by no means a simple dockside operation. A heavy sea 
was running, which forced Task Force Three to lie off for 24 hours before even 
attempting to get the Marines ashore, which was done by ships' boats "running" 
Brooks Channel from the open roadstead beyond the reef.  A number of the motor 
launches swamped due to heavy seas, and, in one instance, a Marine was washed 
overboard, only to be neatly retrieved by the boat following.  The whole 
flotilla was piloted in by a Marine officer, Captain Taxis, who by now was 
thoroughly familiar with Midway and its waters.<26>

     Despite the hard work of the Marines in the advance echelon, Midway was 
by no means entirely ready or ideally suited to receive its full garrison. 
Admiral Kimmel, then CinCPac, realized this as reports came back from the 
atoll, and within two months actually proposed a reduction of the Marine 
force, on the basis that the overcrowding at Midway imposed an undue strain on 
supporting agencies and deterred progress of work.<27>

     But the march of events in 1941 could hardly be reversed.

     Only one day after Admiral Kimmel's recommendation, Admiral Bloch, 
Commandant of the Fourteenth Naval District, had issued an operation plan for 
defense of his outlying islands, premising the possible outbreak of 
hostilities, emphasizing the restricted status of the sea areas about those 
bases, and ordering defense forces, without parleying, to--

        * * *  fire on suspicious and unidentified air-

     <24>CNO serial 0638, 17 January 1941. Marine garrisons, from the 1st 
Defense Battalion, had been set up at Johnston on 24 July 1941, and Palmyra on 
14 April 1941.
     <25>The new light cruisers SAVANNAH, PHILADELPHIA, BROOKLYN, and 
NASHVILLE. It is an indication of the increasing tension of the times that the 
movement designated Task Force Three--proceeded to Midway with ships darkened   
  and within a destroyer screen provided by DesDiv 11.  PacFlt Operation Order 
31, 6 February 1941.
     <26>Letter by Lt. Col. Samuel G. Taxis to CMC, 6 January 1948.
     <27>CinCPac serial 0496 to CNO, 3 April 1941.


     craft  * * *  stop unidentified and suspicious vessels  * * *  if
     necessary by firing a shot across the bow.

Submarine, surface or air raids prior to any declaration of hostilities were a 
possibility, he warned.<28>

     To CinCPac's proposal for even a temporary and partial reduction of the 
Midway force, the Chief of Naval Operations therefore replied with a firm 
negative, rejoining that the international situation was such that even 
further augmentation of Midway's defenses was under consideration.<29> This 
augmentation contemplated the installation at Midway of four 7-inch naval 
guns,<30> together with four 3-inch naval guns, all over and above the defense 
battalion's normal quota of weapons. These weapons were to become available 
for installation about 1 November.

     During the summer of 1941, the grind continued unabated. In the words of 
Lt. Col. Erma A. Wright, who comments on Midway as it then was:

        The morale of the troops, of course, was of major importance since
     there were no USO shows to attend, nor beautiful Red Cross girls to 
     serve coffee and doughnuts. Actually there were only two imported 
     morale-builders-movies and the arrival of the Pan-American clipper 
     twice weekly. To make up the difference, Colonel Pepper insisted on hard
     work and hard play seven days per week. This combination worked 
     miracles. * * * 

     By midsummer, however, Colonel Pepper and a group of 3d Defense Battalion 
personnel who had been longest at Midway were relieved by a similar detachment 
under Lieutenant Colonel Bert A. Bone of the 1st Defense Battalion, which
remained until arrival of the 6th Defense Battalion later in the year.

     In August, two events of note took place. The first was commissioning of 
the Naval Air Station, Midway, on the first of the month, under prospective 
command of Commander Cyril T. Simard, USN, a veteran Naval aviator destined to 
play a vital role in the defense of Midway. The second was arrival of the 
advance detail of the 6th Defense Battalion, commanded by another officer 
whose name would be linked in history with that of Midway: Lieutenant Colonel 
Harold D. Shannon, battalion executive officer.

     Bringing out his echelon (10 officers and 130 enlisted) in U. S. S. 
CHESTER and NASHVILLE, Colonel Shannon reached Midway on 11 August and 
immediately set to preparing for the relief of the 3d Defense Battalion. 
Throughout the month, turn-over of vital information and key jobs was 
progressively accomplished so that when, on 11 September, the main body of the 
6th Defense Battalion arrived, under command of Colonel Raphael Griffin,<31> 
the relief was rapidly concluded.<32>

     Thus, one year after the original Midway Detachment, FMF, had been 
established, the 3d Defense Battalion could step aside for a well-earned
period of rest and rotation in the Hawaiian area.

     A few weeks after the relief of the 3d Defense Battalion, in late 
November, Midway received a most important visitor<33> (the term "VIP" had not 
yet come into general use)--none other than Mr. Kurusu, Saburu, the 
last-minute "peace" envoy of Japan, who was flying to the United States from 
Tokyo via Pan American clipper. The fol-

     <28>In compliance with these instructions (14th Naval District Operation 
Plan 21, 4 April 1941), the 3d Defense Battalion designated a boarding 

officer, 1st Lt. Charles J. Seibert, II. At about this time, likewise, a 
Japanese freighter appeared off Midway, just beyond gun range, lay to, and 
then circled the atoll before proceeding. This ship was challenged but gave no 
reply. Letter by Lt. Col. Harry F. Noyes to CMC, 28 December 1947.
     <29>CNO serial 047412,6 May 1941.
     <30>Major General  Commandant,  USMC,  serial 434941-2, to Brig. Gen. 
Charles F. B. Price, 12 September 1941. The history of these and certain other 
7-inch guns likewise installed at outlying bases is a story which spans both 
wars. The guns were originally mounted aboard predreadnaught battleships of 
the early 1900's; were dismounted during World War I to serve as medium 
artillery ashore for the 10th Marines in France, and were finally distributed 
between Samoa, Midway, Bora-Bora, and Guantanamo Bay in 1941-42. Those 
emplaced at Midway are now mounted in front of Iolani Barracks in Honolulu.
     <31>Colonel Griffin was shortly afterward relieved as commanding officer 
of the battalion by Colonel Shannon, in a routine change of command.
     <32>The 6th Defense Battalion, FMF (34 officers and 750 enlisted) had 
reached Pearl Harbor in the U.S.S. Wharton on 22 July, and its main body 
sailed from Midway on 7 September. Muster rolls, 6th Defense Battalion; and 
letter from Lt. Col. Ralph A. Collins, Jr., to CMC 12 January 1948.
     <33>Another "VIP" visitor whose arrival at Midway received much publicity 
at this time was Mrs. Clare Booth Luce, then on a world flight. From her point 
of view, the stop was eventful because of sudden seizure with a digestive 
upset while on the atoll.


owing account, by one of the officers then on Midway, tells of the Marines' 
experience with Mr. Kurusu:

        We had advance notice of his arrival date and the ostensible nature 
     of his mission, but did not expect him to remain the full three days 
     that he did as result of extremely bad weather. Colonel Shannon and
     Captain Simard (sic) decided to arrange a reception calculated to 
     impress him with the alertness and strength (largely nonexistent) of 
     the Midway garrison. Elaborate plans involving precise timing were
     drawn up so that when Mr. Kurusu disembarked from the Pan American 
     bowser barge (he was traveling in one of the old Pan Air flying boats
     which anchored out in the lagoon) onto Midway, the first thing to meet
     his eyes would be an endless line of Marines in light marching order
     filing past.  In addition, all available aviation strength, consisting 
     of a squadron of PBY's, was drawn up on the seaplane apron in full view
     of the dock.

        The plans worked out perfectly.  The head of the column, which was 
     on the road between the dock and the Pan Air Hotel where Kurusu was to
     stay, was started moving toward the hotel just before he decked. The 
     tail of the column of Marines, in file with about two yards between 
     men, stretched back toward the hangar as far as he could see. After 
     being greeted by Captain Simard and Colonel Shannon and given plenty of
     opportunity to see the planes, he was driven in the captain's car past
     the continuous line of silently plodding Marines, carrying their rifles
     slung, with fixed bayonets.  Their presence along the road was explained
     nonchalantly Colonel Shannon as a routine training maneuver of a small
     part of the command. Actually every available man, including the cooks
     and messmen, had been scraped together to make a single line long enough
     so that Kurusu could not see how pitifully few were the defenders of
     Midway. The captain went on to apologize for not rendering honors and
     explained that every minute was required for intensive training--he was
     sure Mr. Kurusu would understand. That this statement was true must have
     been apparent to Kurusu during the next 3 days, and entirely without
     premeditation on our part.

        It just happened that Fox (Silvey)<34> Battery was right in front of
     the Pan Air hotel, being separated only by a coral road, and was due to
     fire a calibration shoot followed by some extensive trial fire and 
     burst-adjustment problems for training.  * * * The colonel saw no 
     reason for not going ahead with the firing; on the contrary we
     embellished it some what. So for the duration of his enforced 3-day 
     stop-over, Mr. Kurusu listened to the slamming of the 3-inch AA guns
     outside his window from early morning until sunset. The practice was
     culminated with the firing by all guns of 15 rounds adjustment at full
     firing rate on a burst target, which made quite an impressive noise for
     our guest, as well as giving our gun crews some badly needed loading
     practice. He was not permitted to leave the hotel, in accordance with
     established procedure for civilian Pan Air guests (except for one night
     as the captain's and colonel's guest at our officers' mess and movie), 
     so any impressions he may have gotten of Midway were necessarily those 
     of the "march-past," the planes, and the firing.

     In the Marine Corps concept of defense of advanced bases, the artillery, 
both seacoast and antiaircraft, represented only part of the rounded whole, 
and local aviation was realized to be essential for balanced defense of a base 
such as Midway. Therefore, as soon as development of the airfield on Eastern 
Island warranted, it was determined that Fleet aviation, to be drawn from 
Marine Air Group 21, then based at Ewa Mooring Mast, T. H., would be assigned 
to Midway, where, in fact, the air field was already in partial use as a ferry 
point for Army B-17's then being flown to the Far East. To support this latter 

activity, a detachment of one officer and four enlisted radiomen of the Army 
Signal Corps had been established with appropriate radio equipment on Midway 
in October, and, on 19 November 1941, a Marine aviation advance detail 
consisting of one officer (Second Lieutenant Loren D. Everton) and 60 enlisted 
was sent forward, to prepare the field for use by Marine Scout Bombing 
Squadron 231 (VMSB-231) which would remain at Ewa until Midway could receive 

     Progress of Everton's detachment on Eastern Island was such that, 
immediately after the U.S.S. ENTERPRISE had delivered Marine Fighting Squadron 
211 to Wake for a similar role, the U. S. S. LEXINGTON embarked VMSB-231 for 
Midway on 5 December, with the intention of flying off the squadron on the 
morning of 7 December.<36>

     <34>Although subsequently known as Silvey Battery from the name of a 
future commanding officer, this unit was at this time actually commanded by 
Capt. Hoyt McMillan.  Letter from Lt. Col. Hoyt McMillan to CMC, 27 January 
     <35> Larkin, Claude A., Col., letter to CinCpac, 5 April 1943, p. 2.
     <36>Larkin, Claude A., Col., personal letter, 18 December 1941.


     On 1 December 1941, meanwhile, as Marines of the 6th Defense Battalion 
and the ground echelon of VMSB-231 were putting final touches on their 
respective construction programs, two 1,800-ton Japanese destroyers, 
comprising Destroyer Division 7, AKEBONO and USHIO, under command of Captain 
Konishi, Kaname, sailed from Tokyo Bay with orders to proceed via carefully 
planned routing to Midway. A fleet tanker, Shiriya, would fuel them and act as 
their train. A small task unit of the larger fleet which had sailed from 
Hitokappu Bay against Pearl Harbor four days earlier, on 26 November, the 
destroyer division and its tanker was provisionally designated as Midway 
Neutralization Unit, their mission being to neutralize the Naval Air Station 
that place.<37>

     Unknowing of all this, however, the forces on Midway spent the week of 1 
December much as they had spent past weeks; that is, in improving gun 
emplacements, and unloading a cargo ship; and to them Sunday, 7 December, was 
merely the day on which the airplanes of VMSB-231 were scheduled to fly in to 
Eastern Island.

     <37>"Campaigns of the Pacific War," U. S. Strategic Bombing Survey, 1946, 
pp. 13 and 20-21, hereinafter cited as Campaigns.



                                   CHAPTER II

                              War Comes to Midway

     On the morning of 7 December, Midway's patrol planes were out early and 
on schedule. Five of VP-21's PBY's were dronning along prescribed routine 
searches, and two more patrol bombers, enroute for ultimate delivery to the 
Netherlands East Indies, had taken off for Wake at first light. On the Sand 
Island seaplane ramp, two PBY's warmed up to rendezvous with and guide in the 
expected Marine dive-bombing squadron, VMSB-23 1.<1>

     At 0630 (0900 Pearl Harbor time), a Navy radio operator's "Z"-signal from 
Oahu broke through to Midway with an inkling of the disaster at Pearl Harbor; 
a few minutes later, just as the Army Signal Corps detachment was receiving 
the same word from Hickam Field, an official despatch from the Commandant, 
Fourteenth Naval District, confirmed the news and directed that current war 
plans be placed in effect.

     After recalling the Dutch PBY's (which were forthwith commandeered for 
VP-21) and establishing additional patrol sectors for the remaining aircraft, 
the Island Commander at 0918 directed that the 6th Defense Battalion--which 
had at 0900 already acted in anticipation of such orders--go to general 

     The remainder of the day was spent in much the same type of activity as 
was frantically going ahead on other outlying United States Islands: 
preparations for blackout, issue of additional ammunition, digging of 
foxholes, and  check of communications. All lights and navigational aids were 

     By nightfall, with defenses still manned, Midway--which now was not to 
receive VMSB-231, due to the LEXINGTON's diversion to an attempt to locate the 
Japanese Pearl Harbor striking force--was buttoned up, and all search planes 
had returned with negative reports.

     At 1842, however, just after evening twilight, a Marine lookout observed 
a flashing light some distance to the southwest of Sand Island. Although this 
soon disappeared, it was, undoubtedly, a visual signal among the Japanese 
ships of the Midway Neutralization Unit. Although lights were not again seen, 
the one operational radar on Sand Island began picking up what seemed to be 
surface targets southwest of Sand Island about 2130. At almost the same time, 
observers in two searchlight positions, which were equipped with powerful 8X56 
night glasses, reported "shapes" to seaward in the same area as the radar 
contacts just mentioned. The commanding officer of the searchlight battery 
(Battery G, First Lieutenant Alfred L. Booth) immediately requested permission 
to illuminate, but this was refused on the ground that it might disclose our 
positions prematurely. Further, at this time it was erroneously believed that 
friendly ships were in the vicinity, and this doubt had resulted in issuance 
of strict orders against any firing or illumination except on specific orders 
from the battalion commander.<2>

     <1>These and subsequent details as to the day of 7 December on Midway are 
taken from War Diary, NAS, Midway, for that date, hereinafter cited as NAS 
     <2>Letter from Lieutenant Colonel Alfred L. Booth to CMC, 27 January 

1948, hereinafter cited as Booth; and letter from Lieutenant Colonel Loren S. 
Fraser to CMC, hereinafter cited as Fraser.



     JAPANESE DESTROYER, USHIO, which shelled Midway on the night of
     7 December 1941, rides at her last anchorage, after the end of
     the war. Of all the enemy vessels which participated in the
     Pearl Harbor attack, this lone destroyer was the only one afloat
     on VJ-day.

     Akebono and Ushio, the two enemy destroyers whose mission was to bombard 
Midway, made their land fall about 2130, having left the tanker, Shiriya, at a 
rendezvous some 15 miles to southwest ward. Within a few minutes they were on 
station southwest of Sand Island for the first firing run, and their twin 
5-inch mounts were already trained toward Midway.

     At 2135, the first salvo cracked out, and war had come to Midway.

     During the first part of his run, Captain Konishi's shells landed short: 
just between Sand Island's west beach and the reef. Then, as the Japanese 
destroyers steamed slowly northeastward, closing the range somewhat, the 
salvos walked onto target, first hitting near Battery A, the 5-inch seacoast 
unit at the south end of Sand Island, and then bracketing the Sand Island 
power plant, a reinforced-concrete structure also in use as a command post by 
one platoon of Battery H (.50 caliber antiaircraft machine gun).

     At this juncture, not having yet received return fire, and seemingly not 
having inflicted damage, Captain Konishi ceased firing while his ships closed 
the range and took station for a second run.

     Ashore, meanwhile, Condition One had been immediately resumed by the 
defense battalion, and the telephone lines leading to and from Colonel 
Shannon's headquarters were jammed with excited reports.

     Although the Japanese commander did not realize it, his initial shelling 
had put a round through an air port into the reinforced concrete


power plant just mentioned. This station was manned by First Lieutenant George 
H. Cannon and three enlisted assistants, all of whom were ether wounded or 
stunned. Cannon himself was mortally injured; his communication chief, 
Corporal Harold R. Hazelwood, sustained a fractured leg; and Platoon Sergeant 
William A. Barbour had an ankle smashed. Despite his own wound, a crushed 
pelvis accompanied by profuse bleeding, Cannon remained conscious and refused 
evacuation, directing reestablishment of communications and the evacuation of 
others from the structure, the interior of which had been scarred and raked by 
blast and fragments. Finally, after Hazelwood, despite his own wound, had 
managed to get the damaged switchboard back into operation, Cannon was removed 
forcibly from his post, to die a few minutes later at the battalion aid 

     At 2148, as Konishi's destroyers reopened fire at closer range, Commander 
Simard gave Colonel Shannon permission to engage enemy targets as disclosed. 
The Japanese ships were now steaming, northeast, firing up the long axis of 
Sand Island. Although they were being tracked visually by the crews of 
Lieutenant Booth's searchlights, the congestion of communications still 
prevented the latter from gaining permission to illuminate.<4>

     Already, Japanese shells had hit the new Sand Island seaplane hangar, the 
roof of which burst into flame while the Marine antiaircraft machine gunners 
thereon concentrated, despite the enemy fire, on lowering their weapons and 
ammunition to the ground before the flames could consume them. With the 
blazing hangar as a beacon, the Japanese shifted fire to other structures on 
the island, including the Pan Air radio beacon, the laundry, and adjacent 

     At 2153, orders finally reached the searchlights to illuminate enemy 
ships. By now, only Searchlight 2, on the south end of Sand Island, would 
bear, and this promptly flashed on, silhouetting the AKEBONO approximately 
2,500 yards south of


     1STLT. GEORGE H. CANNON, posthumously awarded the Medal of Honor 
     for his heroic refusal to be evacuated from his post, despite 
     mortal wounds, until his unit's communications had been 
     re-established during the Japanese bombardment of 7 December 1941.

the position.  A moment later, an enemy salvo fell within a few yards, and 
concussion knocked the light's feed mechanism out of position, thus 
extinguishing the beam. Acting in a split second, one of the crewmen, trained 
for just such an emergency, readjusted the delicate (and red-hot) mechanism in 
the dark, and the light was back in action and on target.<6>

     A few minutes earlier, just at the instant when word was being passed to 
commence firing, an enemy shell hit and burst within 18 inches of the plotting 
room of the 5-inch battery (A) on the south end of Sand Island, and severed 
all telephone lines of the battery's interior and exterior communications. 
This was particularly unfortunate since Battery A was the unit under whose 
guns the enemy destroyers were about to be illuminated, and the loss of 
interior communication prevented firing data or any fire commands from 
reaching the guns themselves.<7>

     <3>Letter from Col. Lewis A. Hohn to CMC, 30 January 1948, hereinafter 
cited as Hohn. For this devotion to duty, Lieutenant Cannon was posthumously 

awarded the Congressional Medal of Honor, being the first Marine to be so 
honored in World War II. Corporal Hazelwood received the Navy Cross.
     <5>Hohn,p. 2.


     Only one battery could now bear effectively. This was a 3-inch 
antiaircraft unit (Battery D, Captain Jean H. Buckner) on the southeast shore 
of Sand Island, from which Buckner could even discern the large Japanese 
battle-flag flying from the Akebono's foremast.

     As soon as the enemy target had been illuminated, Buckner ordered his 
battery into action, taking care, however, to direct gun captains to make sure 
that their fire would not endanger adjacent sections. Each gun captain checked 
his line of fire, and then, in Buckner's words,

        Sergeant Lefert on Gun 2 loaded his gun but upon checking for safety 
     * * * discovered that it was pointed directly at the pit occupied by
     Gunnery Sergeant Pulliman and me. He informed Pulliman of this fact over
     the gun control phone and wisely held his fire. * * *

Battery D's other guns, however, commenced firing as Buckner and his fire 
controlmen prepared to spot when the splashes appeared. None could be made 
out, however, despite the excellent illumination, which seemed to indicate 
that the shells were either passing through the superstructure or into the 

     Meanwhile, Battery B, a 5-inch unit on Eastern Island (First Lieutenant 
Rodney M. Handley), made preparations to open fire, and .50 caliber 
antiaircraft machine guns, well within range, peppered the enemy ships, 
arching solid tracer streams toward their targets.

     At 2158, five minutes after Searchlight 2 had struck arc, just as it 
appeared to observers that Handley's opening salvos had hulled the Ushio, now 
visible astern of Akebono, the Japanese succeeded in shooting out the 
searchlight. Smoke appeared to be "pouring" from Ushio, and the enemy ships 
ceased fire, retiring to the southwest into their own smoke.<8>

     What damage had actually been sustained by the Japanese ships remains a 
moot question. Battery D had fired 13 rounds of 3-inch, and


     attacks of 7 December 1941 and 4 June 1942, smoulders as a result 
     of its status as the most conspicuous target on Sand Island.

     <8>Some observers on Midway believed that this was a smoke screen and not 
the result of our fire. For a detailed account of Battery D's duel with 
Akebono, see appendix IV.



     COL. HAROLD D. SHANNON, senior Marine officer at Midway during the
     battle, and commanding officer of the 6th Defense Battalion during
     the atoll's most critical period.

Battery B, nine rounds of 5-inch. Enemy records and logs are neither fully 
available nor specific with regard to this engagement. Midway observers agree 
that the 3-inch battery secured at least three hits, yet it is equally certain 
that both ships returned to Japan under their own power as planned.<9> Some 
light, however, is shed upon this question by the report of Capt. J. H. 
Hamilton, pilot of the Pan American aircraft, PHILIPPINE CLIPPER, which was in 
flight at this time from Wake to Midway.

     The PHILIPPINE CLIPPER, flying at 10,000 feet in bright moonlight, saw 
below it an intense fire on the surface of the sea, by the light of which 
could also be discerned the wakes of two ships, apparently cruisers.<10> Their 
position was 35 miles west by south of Midway, and their apparent course was 
240 degrees magnetic, reported Hamilton. It seems at least probable that these 
were AKEBONO and USHIO, and, if so, that one of them was then on fire, which 
would indicate that the Marine batteries had left their mark upon the 

     On Midway, meanwhile, all action centered on damage control, care for the 
casualties, and a not altogether successful attempt to send out PBY's to 
locate and attack the hostile force, a project further confused by a profusion 
of dubious radar reports which came in throughout the night. Several buildings 
had been hit or partially destroyed, and a considerable quantity of Navy 
stores lost, mainly incident to the burning of the hangar.

     In casualties, the raid had cost the 6th Defense Battalion two killed and 
10 wounded, while the Naval Air Station had lost two killed.<12>

     <9>Campaigns, p. 20.
     <10>In common with die defenders of Wake, Midway's men, unfamiliar with 
enemy vessels, mistook destroyers for cruisers. Further, in the confusion of 
the initial attack, Colonel Shannon believed that the enemy force had probably 
totaled four ships instead of two, as was actually the case. In this 
connection, Colonel Hohn comments:
     "It is perhaps understandable why the report was made of four enemy ships 
made a firing run heading in general in a northerly direction, after which 
there was silence and darkness for some minutes; then two ships started a 
firing run from a position much further south. It was discussed and realized 
at the time by a number of people * * * that it was probable that the same two 
ships had made both runs, but it is seldom that conservatism wins out in 
reports of action against the enemy."
     <11>Interview of Capt. J. H. Hamilton by Assistant DIO, 14th Naval 
District, 8 December 1941, p. 2, hereinafter cited at Hamilton.
     <12>Statistics from Casualty Division, Marine Corps Headquarters, and 
Bureau of Naval Personnel.



                                  CHAPTER III

                               Girding for Battle

     After the somewhat shaking events of 7 December, Midway, no less than 
Pearl Harbor, prepared for the worst with full anticipation that it would 
come. Wake, it was known from scant despatches and by rumor, was undergoing 
continuous attack; Johnston and Palmyra had been shelled; VP-21, with all 
combat aircraft then on Midway, had been withdrawn; and it was believed that, 
with the Fleet in its crippled status, little could be attempted to assist 
Midway should that atoll become the next target. In this frame of mind, and on 
short rations,<1> the 6th Defense Battalion worked grimly to make every 
possible improvement in existing defense installations.

     On 17 December, however, the first reinforcements arrived. These were 17 
SB2U-3's of Marine Scout-Bombing Squadron 231 (VMSB-231) which the LEXINGTON 
had originally set out to deliver 10 days earlier, on 7 December, when 
diverted after the attack. Led by the squadron commander, Maj. Clarence J. 
Chappell, Jr. (and assisted in overwater navigation by a PBY of Patrol Wing 1) 
the obsolescent Vindicators, as they were styled, had successfully completed 
between 0630 and 1550 the 1,137-mile hop from Hickam Field, Oahu. This was 
then the longest single-engine landplane massed flight of record, and had been 
carried out with no surface rescue craft available.<2> As one of the defense 
battalion officers (First Lieutenant David W. Silvey) reported:

        The men stood on top of their gun emplacement and cheered when 
     the planes droned overhead. They represented a real Christmas present.

     Within less than two days, ground reinforcements, hardly less needed than 
VMSB-231, had been embarked at Pearl in the U.S.S. WRIGHT and on 19 December 
were underway for Midway. These were Batteries A and C, 4th Defense Battalion, 
FMF (both 5-inch seacoast batteries, under command of Capt. Custis Burton, 
Jr.) bringing with them, in addition to miscellaneous supplies of all types, 
the Navy 7-inch and 3-inch guns, with necessary materiel, which had been 
shipped to Pearl Harbor for Midway prior to the outset of war. On Christmas 
Eve the reinforcements arrived, and Colonel Shannon lost no time in turning 
over to Captain Burton with one battery (A) the mission of installing, 
organizing, and manning the 7-inch and the 3-inch batteries to be emplaced on 
Eastern Island. To First Lieutenant Lewis A. Jones, who commanded Battery C of 
this group, the assignment was to carry out a

     <1>Instituted originally as an economy against possible isolation during 
the first days of the war, this custom carried over for reasons of convenience 
and conformity to the daily routine which subsequently prevailed. (See p.18.)
     <2>CO, MAG-21 serial 1173, to MGC, 19 December 1941.  The reason for this 
flight's take-off from the Army field, Hickam, was that Ewa's runways were too 
short to permit such heavily loaded planes to get off with entire safety. One 
additional pilot, 2d Lt. Richard L. Blain, made the same flight 10 days later, 
in order to bring the squadron to full complement of 18 planes. Blain 
accompanied a PBY, and, due to headwinds, required 12 hours to complete the 


similar role with regard to the Navy 3-inch battery planned for Sand 

     This reinforcement, amounting to approximately 100 officers and men, was 
followed, next day, by a welcome Christmas gift in the form of 14 Brewster 
F2A-3 Marine fighters, composing the air echelon of Marine Fighting Squadron 
221 (VMF-221), which flew in from the U. S. S. SARATOGA, then near Midway, 
retiring after the abortive attempt to relieve Wake. VMF-221, commanded by 
Major Verne J. McCaul, had originally been slated to reinforce Wake's depleted 
VMF-211, and Midway was the next most important destination. Without delay, 
the fighter squadron (the first such to garrison Midway), commenced its daily 
routine of airsearch and patrolling.<4>

     On 26 December Midway received its final major reinforcement of the 
month; the arrival of U. S. S. TANGIER, the seaplane tender also originally 
despatched to Wake bearing a relieving force of Marines and much defensive 
material. From the TANGIER the 6th Defense Battalion received Battery B, 4th 
Defense Battalion (First Lieutenant Frank G. Umstead); additional machine 
gunners and 12 antiaircraft machine guns from the Special Weapons Group of 
that same battalion; an aviation contingent of three officers and 110 enlisted 
Marines (the ground echelon of VMF-221); aviation supplies; additional radar; 
and much-needed base-defense artillery materiel. Lieutenant Umstead's 5-inch 
battery (B) was given the assignment of installing and manning the other 
7-inch battery to be located south of the radio station on Sand Island.<5>

     As of New Year's Day, 1942, therefore, Midway was already garrisoned by a 
Marine force consisting of a strongly reinforced defense battalion, one 
fighting and one scout-bomber squadron.

     The build-up on Eastern Island had been, and would continue particularly 
impressive as a major air base took shape. A report submitted early in January 
1942, by Lt. Col. William J. Wallace, who on 9 January had been ordered out as 
commanding officer of the entire Marine Aviation Detachment, tells of the 
erection of individual aircraft bunkers and underground personnel shelters, of 
emergency and stand-by fueling expedients being devised, of radar calibrations 
so that inexperienced operators could learn something of the then-mysterious 
instruments. To assist during this phase, Colonel Wallace was fortunate in 
having with him Major Walter L. J. Bayler, the Marine aviation officer who had 
been sent back from Wake with that atoll's last reports.<6>

     That the zeal and vigor with which defensive preparations and training 
were being prosecuted on Midway were not wasted, was shortly to be 

     On 25 January, at 1748, during twilight general quarters (an element of 
Midway's daily routine which would pay off on subsequent occasions as well) a 
Japanese submarine, the I-173, surfaced abruptly, due south of the mouth of 
Brooks Channel (between Sand and Eastern Islands), and opened fire on Sand 
Island. Although the sun had set more than 20 minutes previously, the enemy 
ship was distinctly visible in the afterglow as she cruised slowly westward, 
apparently trying to knock out the radio station, the masts of which afforded 
a conspicuous directfire target. Within less than one minute, Battery D 
(3-inch) had a two-gun salvo on the way; followed by another, both on local 
control; thereafter, as the battery's director picked up the problem and 
electric power went on, the entire four-gun unit went into action. A bracket 
was quickly obtained, followed by a reported water-line hit, after which the 
submarine crash-dived at 1751. In the brisk three minutes of action, Sand 
Island and the adjacent lagoon had received 10 to 15 indiscriminate hits, and 
Captain Buckner's Bat-

     <3>Historical Section interview with Lt. Col. Custis Burton, Jr., 26 
September 1947, hereinafter cited as Burton. The two Eastern Island batteries 
assigned to Captain Burton were located side by side on the south shore of the 
island, near the western tip, and the Sand Island 3-inch Navy battery was to 
be set up hard by the Cable Station, along the north shore of Sand Island. 
(See map 1.)
     <4>History of Marine Fighting Squadron 221," undated and without 
indication of authorship, p. 5 (believed to have been initialed by Second Lt. 
Francis P. McCarthy). Hereinafter cited as VMF-221 History.
     <5>Ibid, p. 5, and Burton, p. 1.
     <6>Wallace, William J., Lt. Col., personal letter to Col. Claude A. 
Larkin, 18 January 1942.


tery D had expended 24 rounds, with what effect no one on Midway could say.<7>

     Less than 36 hours later, however, the officers and men of the U. S. S. 
GUDGEON, a submarine on war patrol northwest of Midway, found themselves able 
to close the books on I-173.

     In a position some 240 miles west by north of Midway on the morning of 27 
January, the GUDGEON, cruising partially submerged, came upon the I-173 
underway on the surface, proceeding at approximately 16 knots. It was the 
matter of a moment to maneuver into position for a shot; a spread of three 
torpedoes was fired; and within two minutes the unmistakable concussion of 
torpedo hits announced destruction of the enemy submarine which had shelled 

     To weeks later, almost to the minute, at 1805, 8 February, under 
identical conditions, another enemy submarine appeared due south of Sand 
Island, less than 1,000 yards offshore, and again opened fire on the radio 
towers. This time it was a 5-inch battery (A) Captain Loren S. Fraser which 
spotted the bombarding enemy by her initial gun-flash. Before three Japanese 
shells had hit, Battery A had returned two rounds, and the submarine ceased 
firing and submerged. Damage ashore had actually been sustained, although 
serious only in potentiality--a concrete magazine had been hit; fortunately 
the small-arms ammunition within was not detonated.<9>

     Probably it was the same Japanese submarine which reappeared two days 
later at 1758 on 10 February. This time--unfortunately for the Japanese--when 
the ship surfaced at much the same position as the first marauder (south of 
the entrance to Brooks Channel), a section of two Marine fighters--flying the 
sunset antisubmarine patrol established as a result of the two previous 
bombardments--was almost directly overhead at 1,500 feet. The submarine had 
time to get off two rounds, both of which hit in the lagoon, before First 
Lieutenant John F. Carey, pilot of one of the aircraft, observed the ship, 
notified his wingman (Second Lieutenant Philip R. White) and pulled up into a 
brief climb in order to arm bombs and gain altitude for a diving attack. Both 
pilots released bombs, secured gratifying close near misses and strafed as the 
submarine began to submerge, just at the moment when the 6th Defense 
Battalion's batteries were going into action, and this was the last time for 
many months that Midway was troubled by enemy submarines.<10>

     By this date the pattern of wartime life on Midway had been well 
established. Since--except on Johnston Island, where similar routine 
prevailed--this pattern was unique in the Marine experience of the Pacific 
war, its description in the following passage by Lieutenant Colonel 
McGlashan<11> is of particular interest: of particular interest:

        Since Midway was, to my knowledge, the only place (sic) in our 
     armed forces where underground living prevailed, except while in 
     contact with the enemy or under attack, brief comment on our way of 
     life is in order. Breakfast, supper, and a midnight snack with hot 
     coffee were served to all positions from the central galley in food
     containers by truck. Since we stood a morning and evening stand-by 
     there was not time to serve a noon meal during the day, as the 
     process of distributing food to the widely dispersed gun positions 
     by food container and getting them returned and cleaned for the next 
     meal was a lengthy one. All food was prepared at the main galley in 
     the newly completed barracks where the men would also go during the 
     day in increments to bathe. The lack of a noon meal was quite
     disconcerting to new arrivals, but they soon became accustomed to it 
     and actually were in much better health. When conditions permitted,
     movies were held in a blacked-out warehouse during the day and men 
     off watch could go. But the high point of each day was the noon 

     libation of two beers at the

     <7>CO, 6th Defense Battalion Report to Commandant 14th Naval District, 26 
January 1942.
     <8>JANEC, p. 19, appendix of submarine sinkings; and report of GUDGEON's 
first war patrol.
     <9>CO, 6th Defense Battalion report to CO, Marine Forces, 14th Naval 
District, 8 February 1942, and NAS Diary, that date.
     <10>CO, VMF-221 report of submarine contact to CO, MAG-21, 11 February 
1942, and CO 6th Defense Battalion report to CG, Marine Forces, 14th Naval 
District, 10 February 1942.  Despite the pilots' aggressive and prompt attack, 
however, there is no record of the loss of any enemy submarine in this area or 
about this time, JANEC, p. 1. A Japanese sandal, washed ashore shortly 
afterward, led to speculation as to whether the gun crew might not have been 
abandoned when this submarine crash-dived.
     <11>McGlashan, Robert C., Lt. Col., official reply to Historical Section 
questionnaire, 12 August 1947, pp. 16-18, hereinafter cited as McGlashan.  
Colonel McGlashan served as operations officer (Bn-3) of the 6th Defense 
Battalion throughout this period, and is one of the most important surviving 



                             Map of MIDWAY ISLANDS


     LTCOL. IRA L. KIMES, Marine air commander during the battle of
     Midway, stands in front of his camouflaged underground command
     post on Eastern Island.

     PX  * * * Swimming was allowed in certain areas but helmets and side 
     arms had to be worn to the beach and at all other times. (Colonel 
     Shannon's insistence on the wearing of the helmet and carrying of 
     rifles at all times was the subject of an excellent cartoon, which the
     colonel hugely enjoyed. It depicted a Marine, naked save for a helmet,
     cartridge-belt and rifle, dipping a toe in the water prior to diving 

        All activities away from battle stations had to be carried on 
     during the day, and after the evening stand-by everyone went 
     underground for the night except for the men on watch above ground.
     Sleeping underground has its good points as it is quiet, there is no
     early sun to bother one after a night on watch, and there is a great
     feeling of security from surprise submarine attack. It is true that 
     the dugouts were often hot in the summer months and cold in winter and 
     at first were much too crowded and lacked proper ventilation, but by 
     and large it was a very pleasant existence.

        Colonel Shannon "slept" in a small room off the main CP operations
     center and heard nearly every phone call or report that came in. One
     thing that could never be said of the old man, was that he lacked 
     energy or attention to duty. He would end a 25-coffee-cup day with 
     three or four cups of hot black coffee at midnight and then turn in 
     and fall asleep instantly. If anything happened he was immediately 
     awake and he never slept later than 0500, being awakened about a 
     half-hour before morning twilight. The staff officer on watch would 
     have to furnish him with a report of conditions obtained from the
     lighthouse tower lookout immediately upon awakening him. The report 
     would include: radar reports, weather (wind, clouds, height of 
     breakers on reef, visibility, tide, moon, events of the night, and 
     status of communications). And woe to the officer who didn't know 
     every one of those things accurately and in the specified terminology.
     After the report was properly rendered, the colonel would relax and 
     start his coffee marathon with the cup that was always hot and ready 
     for his awakening.

     As the winter wore on, Midway's Marine aviation component began to feel 
the effects of the general expansion of Marine Corps aviation as a whole. The 
two squadrons and their small provisional headquarters were formed on 1 March 
into what they in fact already were, an air group: MAG-22. At the same time, 
each squadron was split in two and brought again to strength by new personnel. 
As a result--for the time being MAG-22 consisted of VMF-221 and VMF-222; and 
of VMSB-241 and VSMB-242.<12>

     On 20 April, Lieutenant Colonel Wallace, who had seen MAG-22 through its 
teething stage, was relieved in command by Major Ira L. Kimes. At the same 
time, Major Chappell (VMSB-241) was replaced by Major Lofton R. Henderson. 
This was a busy time for MAG-22, which was then engaged in converting Eastern 
Island from a small advanced air base to a major installation capable of 
handling as many squadrons and types as could physically be accommodated and 
protected. A detailed account of the Marine Air Group's labors and 
tribulations during this period are contained in appendix V.

     <12>VMF-222 and VSMB-242 were transferred (personnel only) from Midway on 
12 April 1942 and play no further role in this history, the ultimate net 
effect of the reorganizations being that Midway's Marine aviation was now 
organized into MAG-22 composed of VMF-221 and VSMB-241, with the same 
complement of aircraft as previously. VSMB-231, in name only, was transferred 
on paper to MAG-23, in the Hawaiian area, but the squadron's personnel 
remained at Midway under the new designation. VMF-221 History, p. 16.


     On 10 March, shortly after this reorganization, the Marine fighter 
squadrons got their first opportunity against enemy aircraft. Radar contact 
was made that morning at 1030 on what developed to be a Japanese four-engined 
"Mavis" (Kawanishi 97, probably from Wake) approximately 45 miles west of 
Midway (which, in the argot of its fighter-director officers, was code-named 
"Alcatraz"). Twelve fighters, under Capt. Robert M. Haynes, were vectored out, 
of which a four-plane division commanded by Captain James L. Neefus made 
contact with the enemy flying boat at 10,000) feet. Following this, in the 
words of the Squadron's historian:

        Captain Neefus made the first pass, drew smoke from one engine, and
     the target dove for a cloud bank at 3,000 feet. Lieutenants McCarthy 
     and Somers made modified overhead passes (one each) before the patrol
     bomber reached the cloud ba Marine Gunner Dickey made a tail approach 
     an received a wound in his left shoulder and seven bullet holes in his
     plane.  * * *  Captain Neefus was able to return and make a second 
     pass. Dropping below the clouds, scattered, burning debris was observed
     on the surface of the water. This was the first enemy plane to be shot
     down by Group 22. The officers that participated in the fight received a
     bottle of bourbon and congratulations from Lieutenant Colonel Wallace 
     and his staff.<13>


     "MIDWAY ACTS AS A SENTRY FOR HAWAII," said the Japanese high command
     in planning their thrust to capture the atoll. This view, looking
     southeastward down the chain of shoals and islets, shows Midway's
     strategic position directly astride the enemy's line of thrust toward

     <13>VMF-221 History, p. 17. In addition to the bourbon, these individuals 
subsequently were were decorated by Admiral Nimitz. Full names and ranks of 
the other pilots participating were 1st Lts. Francis P. McCarthy and Charles 
W. Somers, Jr., and Marine Gunner Robert L. Dickey.



     ADMIRAL NIMITZ FINDS OUT FOR HIMSELF that Midway's defenders are
     ready to meet the forthcoming Japanese attack. The Pacific commander
     in chief is just emerging from one of the hundreds of Marine dugouts
     and defensive positions which he personally inspected during his
     dramatic pre-battle visit to Midway.

     During the month of April 1942, although Marines on Midway did not know 
this, the Japanese Combined Fleet was commencing carrier operational training 
and rehearsals for an operation against Midway, in the plans for which the 
Japanese high command rightly stated, "Midway acts as a sentry for Hawaii."

     In order to reach the Hawaiian prize which had been so nearly in their 
grasp during December 1941, it would be necessary to obtain Midway, reasoned 
the enemy.<14> When, on 18 April 1942, Army planes launched from the U. S. S. 
HORNET, raided Tokyo, it was believed by the Japanese that these had come from 
Midway, an estimate which further whetted Japanese eagerness to obtain control 
of the atoll.<15>

     Set in a background of strategic diversionary operations, the enemy plan 
against Midway called for three days of attack and prelanding softening by a 
powerful carrier task force variously entitled the First Air Fleet, First 
Attack Force, Mobile Force, or Striking Force; this force (and a supporting 
surface force) was also to await favorable opportunity for surface action 
against whatever strength the still-weakened United States Pacific Fleet could 
muster. Proceeding toward Midway via a different route would be the Occupation 
Force, a heavily escorted slower group of am-

     <14>"The Japanese Story of the Battle of Midway," The ONI Review, May 
1947, p. 5, hereinafter cited as ONI Review.
     <15>"USSBS, Interrogation Nav No. 13, Captain Watanabe, Y., IJN, 15 
October 1945, p. 66; hereinafter cited as Watanabe.


phibious shipping bearing landing force and base-development elements which 
were also to establish a seaplane base at Kure Island, Midway's nearest 
neighbor, approximately 55 miles west by north.

     The actual landing on Midway was to be accomplished by approximately 
1,500 Special Naval Landing Force troops who would storm Sand Island; and by 
1,000 Army troops of the Ikki Detachment, to land<16> on Eastern Island. 
Summarizing the enemy landing plan, Captain Toyama stated:

     We were going to approach the south side (of Midway), sending out landing 
boats as far as the reef. We had many different kinds of landing boats but did 
not think that many would be able to pass over the reefs. If they got stuck 
the personnel were supposed to transfer to rubber landing boats. We had plenty 
of equipment for a three months' occupation without help, but were not sure of 
our boats.<17>

Assault elements in the landing would be backed up by the 11th and 12th 
Construction Battalions plus miscellaneous base-development detachments. "The 
Navy," added an operation plan for the Ikki Detachment, "plans to destroy the 
sortieing enemy fleet."<18>

     By late April, it was suspected strongly by the United States Pacific 
High Command that the enemy plans just described were well along toward 
consummation, and, although Admiral King in Washington still included Oahu as 
a possible target, Admiral Nimitz placed Midway as most probable.

     To Marines on the atoll, the first inkling of all this was betrayed on 2 
May by the unexpected arrival via PBY-5A of Admiral Nimitz himself. 
Accompanied by a considerable staff group, the Commander-in-Chief inspected 
every installation on Midway with the greatest thoroughness, and, at the 
conclusion of a hard day's climbing, ducking, and keen observing, the admiral 
asked Colonel Shannon to enumerate the major items he would require to hold 
Midway against a largescale attack. After Shannon had stated his requirements-
-which were necessarily considerable--Admiral Nimitz asked, "If I get you all 
these things you say you need, then can you hold Midway against a major 
amphibious assault?"

     "Yes, sir"; replied Colonel Shannon.

     Smiling and appearing to relax, the admiral then ordered the Marine 
commander to submit direct to CinCPac a detailed list of all supplies and 
equipment required for a decisive defense of Midway. If available, he 
promised, these would be obtained immediately.<19> On 7 May, Colonel Shannon 
had compiled his list, and this was then duly submitted by the naval 
commandant of the atoll, Commander Simard.

     Within less than a week, in fulfillment of Admiral Nimitz's promise, 
Marines and materiel were being embarked in the Hawaiian area to reinforce 
Midway, which, the Fleet command was now certain, was the intended enemy 

     Three more 3-inch antiaircraft batteries (12 guns in all) a 37-mm. 
antiaircraft battery (eight guns) and a 20-mm. antiaircraft battery (18 guns), 
were to be attached temporarily from the 3d Defense Battalion, then at Pearl 
Harbor.<20> Two rifle companies of the 2d Marine Raider Battalion, together 
with a platoon of five light tanks, would augment the small infantry reserve 
already at Midway;<21> and, for MAG-22, which was still flying its Brewster 
fighters and Vought Vindicator dive bombers ("Wind Indicators" or "Vibrators," 
some pilots called them), there would be provided some 16 SBD-2 dive bombers 

     <16>USSBS Interrogation Nav. No. 60, Capt. Toyama, Yasumi, IJN, 1 October 
1945, p. 250; hereinafter cited as Toyama. Further details as to the plan and 
the Ikki Detachment are from "Japanese Land Forces No. 2," 20 October 1942, a 
translation by JICPOA, hereinafter cited as Ikki Report. The Ikki Detachment 
mentioned here is the same one which was destined to be annihilated by Marines 
at the Battle of the Tenaru, 21 August 1942, on Guadalcanal. The unit is 
sometimes referred to as the Ichiki Detachment because the Japanese characters 
for "ikki" and "ichiki" are identical.
     <19>McGlashan, p. 19. Captain McGlashan was an eyewitness to this 
     <20>CG, Marine Garrison Forces 14th Naval District memo to Com14, 20 May 
     <21>McGlashan, p. 30 and Enclosure (M). The infantry units already there 
were the 22d and 23d Provisional Marine Companies, which provided interior 
security, beach patrols by night and a small mobile reserve. Each company 
included a weapons platoon armed with 81-mm. and 60-mm. mortars, light machine 
guns and old-type 37-mm. guns.


seven of the relatively new Grumman F4F-3 fighters.<22>

     Shortly after his return to Pearl Harbor, Admiral Nimitz addressed a 
joint personal letter to Captain Simard and Colonel Shannon, in which, after 
congratulating them on the fine work which had been done at Midway and on the 
"spot" promotions to captain and colonel which he had just secured for them, 
he described in detail the prospect of hostile attack in store. After listing 
the enemy units which were soon to approach Midday, he enumerated the steps 
being taken to reinforce the atoll, and assured both officers of his complete 
confidence in the Marines' ability to hold Midway. D-day, he predicted at this 
time, would be about 28 May.<23>

     Among his own staff officers, Admiral NimItz forecast, as far as the 
enemy were concerned, that "The Midway operations will be an enlarged Wake 
attack. A study of events at Wake will be valuable and may indicate procedure 
which the Japs will follow."<24> Early offensive action against the enemy 
carriers, the CinCPac staff reasoned, was the only means by which victory 
could be assured. Midway planes must thus make the CV's their objective, 
rather than attempting any local defense of the atoll. On the other hand, 
however, reinforcement of Midway's antiaircraft defenses was realized to be of 
crucial importance. As Capt. Arthur C. Davis, USN, stated to Admiral Nimitz, 
"There cannot be too many antiaircraft defenses for Eastern Island."<25>

     To summarize all, Admiral Nimitz rejoined,

        Balsa's air force must be employed to inflict prompt and early 
     damage to Jap carrier flight decks if recurring attacks are to be 
     stopped. Our objectives will be first--their flight decks rather than
     attempting to fight off the initial attacks on Balsa.  * * * If this 
     is correct, Balsa air force  * * *  should go all out for the carriers
     * * * leaving to Balsa's guns the first defense of the field.<26>

     Upon receipt of the Nimitz letter at Midway, Simard and Shannon spent the 
day in conference, to coordinate and determine final plans for the defense. 

     That evening, Colonel Shannon assembled his key subordinates and warned 
them in general terms of the impending enemy attack. Additional defensive 
measures and priorities of final efforts were outlined, including special 
measures of advance reconnaissance and preliminary preparations to enable the 
3d Defense Battalion's forthcoming batteries to occupy positions in minimum 
time. All recreational activities within the Marine force were suspended, and 
25 May was set as the deadline for completion of the measures ordered.<27> To 
insure maximum effort by all hands, this information was disseminated in 
general terms to all Marines in the garrison.

     On the 25th, however, two welcome changes took place. The first took the 
form of further information from Admiral Nimitz to the effect that the 
estimated target date would now probably fall in the period 3-5 June, almost a 
week later. The second was arrival, partially via the light cruiser, St. 
Louis, of the first reinforcements: The 3d Defense Battalion's 37-mm. 
antiaircraft battery (Captain Ronald K. Miller), together with Companies C and 
D, 2d Raider Battalion (Captain Donald H. Hastie and First Lieutenant John 
Apergis). The 37-mm. guns were promptly emplaced, four on each island, while 
one raider company (C) went into bivouac in the woods on Sand Island, and the 
other (D) was sent to Eastern Island.<28>

     The next day, 26 May, will long be remembered by those responsible for 
the defense of Midway because of the anxiously awaited arrival of the U. S. S. 
KITTYHAWK, an aircraft tender bear-

     <22>War Diary, MAG-22, May 1942, p. 5, hereinafter cited as WD, MAG-22.
     <23>MCGLASHAN, pp. 21-22. This letter was shown, within the Marine ground 
forces, only to Captain McGlashan, on an "eyes-only" basis, inasmuch as his 
planning responsibilities required that he possess this knowledge.
     <24>Admiral Nimitz's memorandum to Captain Milo F. Draemel, USN, 23 May 
     <25>Captain Davis's memorandum to Admiral Nimitz, 26 May 1942.
     <26>Admiral Nimitz's memorandum to Captain Davis, undated. Balsa was the 
current code-name for Midway.
     <27>Ibid., p. 23.
     <28>Loc. cit., pp. 26-27. The author adds this note in connection with 
the 37-mm. guns:
     "It was felt necessary to use these guns as dual-purpose guns. Since the 
pointer and trainer seats were high on either side, well above the gun barrel, 
the result of emplacing the guns high on the dune line for surface firing was 
that the crews were silhouetted on the sky line like sitting ducks. It is 
fortunate that no landing attempt was made at least for the 37-mm. gunners."


ing not only the 3-inch antiaircraft group of the 3d Defense Battalion (Major 
Chandler W. Johnson)<29> and the light tank platoon so urgently needed for the 
mobile reserve; but, most important, 16 new (to Midway, that is) SBD-2 Douglas 
dive bombers, and seven F4F-3's. "The planes," an eye-witness reported, "* * *  
were unloaded, wheeled over to the short seaplane apron, fueled, and flown off 
to Eastern Island with a simplicity and rapidity that was so characteristic of 
those superbly led and well trained Marine air units of the early war 

     The week which followed 27 May was, for Midway, a period of the most 
intense activity. Army and Navy aircraft arrived at Eastern Island until it 
seemed that the field could accommodate no more.<31> One aviation report 
seriously complained that even the numerous birds overhead were being crowded 
out of the air by the concentration of traffic.

     For the ground defense forces (as well as the group of key civilian 
workers who voluntarily had remained at Midway to assist in final 
fortification work) the week was equally busy. Not only were the reinforcing 
weapons installed, tanks tested in the sand, and all defensive concentrations 
shot in, but the extremely extensive system of obstacles, mines, and 
demolitions projected by Colonel Shannon was brought to final completion.

     By now Sand Island was surrounded with two double-apron tactical wire 
barriers, and all installations on both islands were in turn ringed by 
protective wire. Antiboat mines made of sealed sewer pipe, and obstacles 
fashioned from concertina-ed reinforcing-steel lay offshore. The beaches were 
sown with home-made mines consisting of ammunition boxes filled with dynamite 
and 20-penny nails; although electric detonation was planned, every such mine 
also had a bull's eye painted on an exposed landward side, so that it could be 
set off locally by rifle fire. Cigar-box antitank mines were filled with 
dynamite to be fired on pressure by current from flashlight batteries, and 
whiskey-bottle molotov cocktails of high-octane gasoline and fuel oil stood 
ready at every position.  A decoy mockup airplane--dubbed a JFU ("Jap 
fouler-upper") was prominently placed on the seaplane apron. Finally, all the 
underground fuel storage on Sand Island was prepared for demolition by the 
adjacent planting of large charges of dynamite.

     Inevitably, after the extensive system of demolitions for fuel supply and 
other vital installations had been installed (by Marine Gunner Dorn E. Arnold, 
the defense battalion's munitions officer), on 22 May, a Naval Air Station 
sailor, at work on the fuel storage firing circuits, pulled the wrong switch, 
thus causing a major explosion which destroyed a substantial quantity of fuel 
and further damaged the distribution system. This resulted in an enforced 
curtailment of avgas consumption so that the new pilots who had reached Midway 
in the KITTYHAWK were deprived of any proper opportunity to check out in the 
newly received SBD-2 dive bombers. It also forced the already hard-worked 
Marines of MAG-22 to conduct all refueling operations (including those for 
Army B-17's) by hand, from 55-gallon drums. Marine Gunner Arnold, however, had 
the last word, after being exonerated on the spot of any responsibility for 
the mishap:

     <29>Major Johnson was subsequently to be killed in action on Iwo Jima, 
where men of his battalion raised the U. S. Colors on Suribachi Yama. Lt. Col. 
Charles J. Seibert II, then a member of Major Johnson's command at Midway, 
notes the following regarding one battery:
     "The 3-inch Antiaircraft Group included Battery L (Captain Seibert), a 
provisional organization equipped with that curious hybrid known as `the dual 
20.' Due to uneven production  * * *  there was an excess of 40-mm. mounts and 
20-mm guns, and a corresponding shortage of 40-mm. guns and 20-mm. mounts. The 

rules of addition to the contrary, two 20-mm. guns  * * *  a 0-mm. mount did 
not produce the equivalent of a 40-mm. gun, and the `dual 20' soon became 
     <30>Ibid., p. 28, and WD, MAG-22, p. 5.
     <31>As of 31 May, the daily aviation gasoline consumption of planes based 
on Eastern Island was 65,000 gallons, and the following numbers of planes were 
based there: U. S. Army: four B-26's and 17 B-17's; U. S. Navy: 16 PBY5A's and 
six TBF's; U. S. Marine Corps: 19 SBD-2's, 17 SB2U-3's, 21 F2A-3's and seven 
F4F-3's.  It was no wonder that the Army Air Force liaison officer on Midway, 
Maj. J. K. Warner, AUS, wrote in his official report (of the performance of 
Colonel Kimes, Major McCaul, and Captain Burns, the operating staff of 
     "These three officers never stopped from the day I arrived. They actually 
did the work of a Wing Staff * * *"
     For the comments of Colonel Kimes on Major Warner, see appendix V.



     THE JAPANESE ADVANCE ON MIDWAY in two main forces, their carriers
     approaching the target area under cover of a North Pacific 
     bad-weather front.

Well, that proves that the damn thing works, anyway."<32>

     Ignorant of the intense preparations being made to receive them, the 
enemy meanwhile had likewise been going through his final arrangements. 
Assembly and final training of Admiral Nagumo's striking Force was carried out 
at Hashira Jima, and on 26 May (west longitude date) the enemy carrier force 
sortied from the Inland Sea toward Midway. The amphibious shipping of the 
Occupation Force, together with the landing force, sailed from the Marianas 
two days later on 28 May.<33>

     As the enemy neared Midway, however, the Marine defenders--progressively 
alerted from preliminary contacts could be content with their preparations and 
their effort. In the words of Lieutenant Colonel McGlashan:

        Of course, there were a thousand things more that could have been
     done; but all the essential things had been done--and not a day to 
     spare. As I turned in that night knowing that the Japs would arrive by
     morning, I felt that, come what may, we had done all we could.<34>

     <32>"McGlashan, pp. 5,24 and 31-34; also notes by Major Iron M. 
Williamson, and by Colonel Verne J. McCaul, 10 January 1948.
     <33>ONI Report, p. 9, and Ikki Report, p. 3.
     <34>McGlashan, p. 37.



                                   CHAPTER IV

                           The Battle, 4-5, June 1942

     At 0300 4 June, when reveille sounded on Midway, the Japanese Fleet was 
approaching its objective in two main forces, the Striking Force, commanded by 
Admiral Nagumo, Chuichi, IJN; and the Occupation Force, under over-all command 
of Vice Admiral Kondo, Nobutake, IJN. The former unit, as we have seen, was 
composed of four carriers, plus an escort of battleships and smaller combatant 
ships; and the latter included a substantial portion of the Second Fleet: 
Battleships, cruisers, and the amphibious shipping necessary to mount the 
projected landing operation against Midway, the objective now designated by 
the Japanese code term as "AF."<1>

     At this time the striking force was approximately 250 miles northwest of 
the atoll, engaged in making final preparations to launch planes which were 
intended to wipe out Midway as an effective air base<2> and pave the way for 
its assault and occupation. The occupation force, which had been attacked from 
the air without appreciable damage during the day and night previous, was 
almost due west of Midway, approximately 450 miles away.<3>

     Two United States carrier task forces, including, altogether, three 
carriers, together with covering cruisers and destroyers, were in the area 250 
miles northeast by north of Midway. The first of these, Task Force Sugar, 
ENTERPRISE and HORNET, was under command of Rear Admiral Raymond A. Spruance, 
USN; the second, Task Force Fox, built around the YORKTOWN, came under Rear 
Admiral Frank Jack Fletcher, USN. Stationed about Midway, on radii of 200 
miles and less, patrolled some 25 submarines of the Pacific Fleet,<4>

     At 0430, only 15 minutes after an early dawn search group of 11 PBY's had 
been sent out from Midway to locate his Striking Force, Admiral Nagumo headed 
carriers upwind and launched the Midway Attack Force, composed as follows:

       First wave: 36 carrier attack planes.
       Second wave: 36 carrier bombers.
       Third wave: 36 fighters.

These 108 planes were commanded by the air officer of the Hiryu, whose name 
has not survived.<5>

     Meanwhile, after the PBY's had gone out, Midway devoted itself to final 
preparations for battle. Marines of the ground defense force were at general 
quarters, manning every weapon and warning device; the pilots and ground crews 
of MAG-22, which already had fighters aloft to cover the sortie of the PBY's, 
were standing by for orders. The latter were not long in coming.

  At 0545, a PBY made what Admiral Nimitz

     <1>ONI Review, pp. 3, 6, and 41; and Toyama, p. 249.
     <2>ONI Review, p. 39.
     <3>Battle of Midway, p. 10.
     <4>Battle of Midway, frontispiece chart and pp. 3-5.
     <5>Review, p. 7.



                     Map of STRIKES BY MARINE AIR GROUP 22

afterward characterized as "the most important contact of the battle."<6>  Its 
pilot had sighted planes of the enemy's Midway attack force, 150 miles out 
from the objective.

     At 0552, moreover, after apparently trying to get this vital message 
through for almost a quarter of an hour (see footnote 6), a PBY reported 
visual contact with two enemy carriers and the balance of the Japanese main 
body, some 180 miles from Midway, bearing 320 degrees.<7>

     Three minutes later, at 0555, the 6th Defense Battalion logged a radar 
report, "Many planes, 89 miles, 320 degrees."<8> Almost simultaneously, the 
Naval Air Station noted substantially the same contact. In a matter of 
seconds, the air-raid sirens were sounding, Condition One was set, and the 
pilots of MAG-22 were manning their planes.<9>

     Within less than 10 minutes, both squadrons of the Marine Air Group<10> 
were in the air and being vectored toward their respective targets. VMF-221 
was to intercept the massed carrier air of the Midway attack force, and 
VMSB-241 would rendezvous 20 miles east of Midway, at which point further 
instructions would be issued.

     Commanded by Major Floyd B. Parks, VMF-221 was, as we have seen, a 
squadron of mixed composition, being equipped mainly with Brewster F2A-3's, 
augmented by a few F4F-3's of the type which had already drawn blood at Wake. 
On this morning, 26 airplanes were operational out of the squadron's 28.<11> 
Organized largely by performance and type into five unequal divisions, the 
fighter squadron was sent out in two major groups, one (Major Parks, eight 
F2A-3's and five F4F-3's) being vectored directly toward the incoming Japanese 
force, still on bearing 3200 from Midway; and the other (Captain Kirk 
Armistead, 12 F2A-3's and one F4F-3) was, for the time being, vectored 
slightly westward on bearing 310 degrees, to be withheld temporarily against 
the contingency of a second enemy strike from another direction. Within a few 
minutes, however, Major Park's group had made contact, and Armistead's was 
immediately committed in support of the former.<12>

     At 0616, approximately 30 miles from Midway, from an altitude of 14,000 
feet, the pilots with Major Parks saw 2,000 feet below them a large formation 
of Aichi Type 99 (Val) dive bombers screened by several divisions of Zero 
fighters. Captain John F. Carey, leading one of Park's divisions in an F4F-3, 
gave "Tally-ho," and pushed over into a dive to attack the bombers, followed 
by his wingmen, Captain Marion E. Carl and Second Lieutenant Clayton M. 
Canfield. As Carey and Canfield commenced high-side runs on the bombers, Carl 
and other pilots of the squadron mixed it with a swarm of Zero fighters which, 
they noted, climbed astoundingly even in comparison to the Grummans, let alone 
the F2A's.

     <6>CinCPac action report to ComInch on Battle of Midway, p. 7, 
hereinafter cited as CinCPac Report. Other reports indicate that Midway had 
warning of the approach of enemy planes prior to this time. The first of these 
is the chronological log included in 6DB Report, which contains a radar report 
of unidentified planes on bearing 320, distant 100 miles, at 0528. The second 
is the statement in CO, MAG-22's preliminary report on the Battle of Midway, 8 
June 1942 (cited as MAG-22 Report), that the patrol plane contact under 
discussion was made, not at 0545, but at 0525. Third, it is recorded in 6DB 
Report, p. 1, that, at 0537, the commanding officer of the Naval Air Station, 
Midway, informed Colonel Shannon's headquarters that an enemy carrier had been 
sighted on bearing 330 degrees, 150 miles distant. Lieutenant Colonel 
McGlashan, who, as operations officer, was present in the defense battalion 
command post at this time, adds the following note: "I am sure that the first 

contact was about 0525, not 0545, as Admiral Nimitz  * * * stated."
     <7>CinCPac Report, p. 7.
     <8>6DB Report, p. 1.
     <9>MAG-22 Report, p. 2.
     <10>Verbal orders had likewise been delivered by Captain Burns for the 
six Navy TBF's and the four torpedo-carrying Army B-26's to take off and seek 
the enemy carriers. MAG-22 Report, p. 2.
     <11>"What seems to be insoluble contradiction prevents positive knowledge 
of how many fighters VMF-221 had operational and took off on the morning of 4 
June. VMF-221 Report, evidently written in haste after combat, contains 
internal contradictions which cannnot be resolved, and further cross-check of 
available casualty figures against reported plane losses produces yet more 
conflict. Twenty-six aircraft at take-off seems to be the figure supported by 
the weight of evidence, but Maj. Marion E. Carl, one of the surviving pilots, 
leans to 25, which may possibly be due to the fact that one F2A-3 suffered 
engine trouble after take-off and was forced to return to base prior to making 
contact with the enemy, as reported in CO, VMF-221 report to CO, MAG-22, 6 
June 1946, herein cited as VMF-221 Report.
     <12>"MAG-22 Report, p. 2.



     "TALLY-HO" FOR THE MARINE FIGHTERS. An official Navy photo-model
     concept of the first contact between Marine Fighting Squadron 221
     and incoming Japanese fighters and bombers of the Midway Attack
     Force. Twenty-five Marine fighters tackled 108 enemy aircraft.

     Inasmuch as only three of the original 12 Marine pilots of Major Parks's 
group<13> survived this unequal encounter, it is impossible to reconstruct 
details of the melee, but survivors' accounts, together with evident results 
observed subsequently, indicate that the first attack took a formidable toll 
of the enemy bombers and even a few of the 36 covering Zeroes. To the three 
who survived, the duel was a brief moment of surprise for the enemy, followed 
by desperate dogfights to keep off the incessant Zeroes, as the few remaining 
Marine pilots attempted to reform.

     Approximately 10 minutes after Major Park's gallant attack, Captain 
Armistead's 13 fighters--all old F2A's but one-launched the second Marine 
strike against the enemy air groups, still disc posed in two waves which 
Armistead counted to include 40 bombers each.<14> 

     Perhaps the best account of this second encounter is contained in 
Armistead's personal report, which is as follows:

        At about 0620, I heard Capt. Carey transmit "Tally-ho" followed by
     "Hawks at angels 14, supported by fighters." I then started climbing, 
     and sighted the enemy at approximately 14,000 feet at a

     <13>"Survivors were Captains Carey (wounded in action) and Carl; and 
Lieutenant Canfield. The squadron commander was lost in the first part of the 
flight.  VMF-221 Report, encl. (A).
     <14>VFM-221 Report, p. 1.  These were actually the respective attack and 
bombing formations, 36 planes each, of the Midway attack force.


     distance of 5 to 7 miles out, and approximately 2 miles to my right. I
     immediately turned to a heading of about 700 and continued to climb. I
     was endeavoring to get a position above and ahead of the enemy and come
     down out of the sun. However, I was unable to reach this point in time. 
     I was at 17,000 feet when I started my attack. The target consisted of 
     5 divisions of from 5 to 9 planes each, flying in division V's. I 
     figured this group to consist of from 30 to 40 dive bombers of the Aichi
     Type 99. I was followed in column by 5 F2A-3 fighters and 1 F4F-3
     fighter, pilot unknown. I made a head-on approach from above at a steep
     angle and at very high speed on the fourth enemy division which 
     consisted of 5 planes. I saw my incendiary bullets travel from a point 
     in front of the leader, up through his plane and back through the planes
     on the left wing of the V. I continued in my dive, and looking back, saw
     two or three of those planes falling in flames. Some of the planes in my
     division centered their attack on the fifth enemy division. After my
     pull-out, I zoomed back to an altitude of 14,000 feet; at this time I
     noticed another group of the same type bombers following along in their
     path. I looked back over my shoulder and about 2,000 feet below and
     behind me I saw 3 fighters in column, climbing up toward me, which I
     assumed to be planes of my division. However, they climbed at a very 
     high rate, and a very steep path. When the nearest plane was about 500
     feet below and behind me I realized that it was a Japanese Zero fighter.
     I kicked over in a violent split S and received three 20-mm. shells, one
     in the right wing gun, one in the right wing root tank, and one in the
     top left side of the engine cowling. I also received about twenty 
     7.7-mm. rounds in the left aileron, which mangled the tab on the aileron,
     and sawed off a portion of the aileron. I continued in a vertical dive 
     at full throttle, corkscrewing to the left, due to the effect of the
     damaged aileron. At about 3,000 feet, I started to pull out, and managed
     to hold the plane level at an altitude of 500 feet.

Needless to say, at this juncture Armistead headed for base.

     In terms of Marine casualties, the results of this second attack were 
somewhat better. Perhaps the outstanding factor in these two courageous 
onslaughts by VMF-221 was the almost incredible disparity between the 
outnumbering enemy Zeroes--new airplanes of performance then quite 
extraordinary--and the old Marine F2A's. This comparison seemed keenly evident 
to the pilots of VMF-221, one of whom stated in his action report:

        I saw two Brewsters trying to fight the Zeroes. One was shot down, 
     and the other was saved by ground fire covering his tail. Both looked
     like they


     SLEEK BUT SLOW, the obsolescent F2A-3 fighter of the type shown here
     was all that the Marine pilots of VMF-221 had (except a token group
     of Wildcat F4F-3's) to pit against the Zeroes and Nakajimas of Admiral
     Nagumo's Air Attack Force.


     were tied to a string while the Zeroes made passes at at them. I 
     believe that our men with planes even half as good as the Zeroes would
     have stopped the raid completely.

     For better or for worse, however, the fighter defense of Midway had been 
expended. The problem now passed to the defense battalion's antiair-craft 
gunners on the ground.

     Ever since the Marine fighters had gone out, Midway had been on the qui 
vive. At 0619, its visual observation post had seen two aircraft falling in 
flames, some 25 miles away, as VMF-221 slashed at the Japanese. With all guns 
manned, and fire controlmen steadily tracking in the enemy formation, the 
Marines awaited only the correct moment to commence firing. At 0629, the 
Midway attack force was but eight miles away, and at 0630 Colonel Shannon gave 
his orders: "Open fire when targets are in range."

     One minute later, at 0631, every antiaircraft battery on Midway had 
commenced firing.

     Of this instant, wrote an officer then in the 3d Defense Battalion:<15>

        The entire island was deathly silent after the buzz of the planes
     taking off. It was a beautiful sunny morning. The men all strained for 
     a first glimpse, and I had to sharply remind the lookouts to keep the
     other sectors covered against surprise. Then we saw the Japs, and the
     tension snapped. A moment later we were in action.

     Delivering a horizontal attack, the first wave,


     BURNING DIESEL-OIL TANKS on the north end of Sand Island after
     aircraft from the enemy carrier, KAGA, had plastered the area with
     500-pound bombs.

     <15>This was Major James S. O'Halloran, who commanded Battery E, one of 
the 3d Defense Battalion's 3-inch units.


which had originally numbered 36 bombers from the KAGA and AKAGI,<16> now was 
counted by 3d and 6th Defense Battalion observers to contain only 22 
aircraft,<17> two of which were promptly shot down at extreme range before 
they could release bombs. Evidently VMF-221 had drawn blood. The next wave, 
which struck just as the first sticks of bombs began to hit all along the 
north shores of Sand and Eastern Island, was composed of Aichi 99 
dive-bombers, which had also started out 36 strong. According to witnesses on 
the ground, they did not now exceed 18.<18>

     The KAGA group in the first wave, whose mission was to attack the patrol-
plane facilities on Sand Island, dropped nine 242-kg.<19> bombs on and about 
the seaplane hangars, setting them afire and starting a large oil fire in the 
fuel-oil tanks 500 yards to the north. The AKAGI group plastered the north 
shore of Eastern Island, destroying the Marine mess hall, galley, and post 
exchange, which the returning enemy pilots described as hangars.<20>

     Battery D (3-inch antiaircraft) 6th Defense Battalion, located midway 
along the southeast coast of Sand Island, was one of the principal targets of 
the SORYU's group of Val dive bombers, which duly reported that the battery 
had been silenced. Actually it had sustained a damaged


          FIRES ON EAST SHORE OF SAND ISLAND resulted after Val
          dive bombers attacked the 3-inch battery located nearby.

     <16>ONI Review, p. 7.
     <17>"Maj. William S. McCormick, an experienced antiaircraft officer, 
counted 22, and so reported to CMC on 5 January 1948.
     <18>VMF-221 Report, p. 1. Capt. Marshall A. Tyler, a VMSB-241 pilot with 
a grounded plane, made the count.
     <19>One kilogram equal approximately 2.2 pounds.
     <20>This and subsequent information as to the enemy air strike is derived 
from ONI Review, pp. 4548. Unless otherwise noted, all information on the 
ground defense is from 6DB Report, pp. 1-8.


heightfinder. Other targets of the dive bombers included the already burning 
fuel storage at the north end of Sand Island, the Sand Island dispensary, and 
the Eastern Island powerhouse, which suffered direct hits from two 805-kg. 
bombs, destroying virtually the entire plant. At the very end of the strike, 
the 6th Defense Battalion's Eastern Island command post received a direct hit 
which killed the Marine sector-commander, Major William W. Benson, and wounded 
several other personnel. As the dive bombers completed their runs, Zero and 
Nakajima 97 fighters from the KAGA, AKAGI, SORYU, and HIRYU made numerous 
strafing passes at targets on both islands.

     It should be understood, however, that all this enemy air activity had 
not been carried on without cost. All six Marine 3-inch antiaircraft batteries 
fired continuously, and every low-flying enemy attack was made through 
curtains of 37-mm., 20-mm., and .50 caliber antiaircraft fire. Admiral Nagumo, 
in his official action report, confirmed this by his mention of the Marines' 
"vicious AA fire."<21>  Admiral Nimitz, praising the antiaircraft shooting, 
credited our batteries with 10 enemy planes, a total which may well have been 
exceeded since returning pilots reported seeing many damaged enemy aircraft 
down in the water and falling out of formation.<22>

     At 0648, the enemy planes had expended their ammunition and were enroute 
back to the carriers. Twelve minutes later, the air officer of the HIRYU (who 
had been in command of the strike) radioed back to Admiral Nagumo: "There is 
need for a second attack wave."

     This less than optimistic report, however, was to some extent canceled by 
a second message, sent


     BOMBED-OUT EASTERN ISLAND COMMAND POST of the 6th Defense Battalion,
     where Maj. William W. Benson was killed by a direct hit from a Japanese
     dive bomber.

     <21>ONI Review, p. 72.
     <22>CinCPac Report, p. 8.


at 0707, by one of the subordinate enemy aviation leaders, the air officer of 
the Kaga, who reported in a typically Japanese fashion: "Sand Island bombed 
and great results attained."<23>

     Save for the brief appearance, at 0701, of one or two Zeroes just south 
of Sand Island, when these were fired on by Batteries D and E for about 20 
seconds, Midway had received its final air attack of the war.<24> At 0715, the 
"all clear" sounded, and, in the words of Colonel Kimes,<25> commanding 
officer of MAG-22:

        * * * a message was broadcast, "Fighters land, refuel by divisions,
     5th Division first." No answer was received although the message was
     broadcast repeatedly, so a message, "All fighters land and reservice" 
     was broadcast several times. A pitifully few fighters returned in 
     answer to this message, and it was strongly suspected that there were 
     no more to land.

     Of VMF-221's fighters which had participated in the battle, only 10 
returned, of which in turn but two were still in condition for combat flight. 
Thirteen F2A-3's and two F4F-3's were missing.<26>

     Meanwhile, almost an hour earlier, at 0605 Colonel Kimes, acting on the 
0552 visual contact of the enemy carriers, had broadcast the following orders 
to his dive bombers in VMSB-241:

        Attack enemy carriers bearing 320 degrees distant 180 miles course 
     135 degrees speed 20 knots.

No acknowledgment of this vital message could be picked up, and it was feared 
that, for unknown reasons, the dive bombers had not received their orders, and 
that the strike on the enemy carriers would never materialize.<27> Needless to 
say, the


     flight leader by radio to Admiral Nagumo, after looking over a view
     similar to this one, which shows fires burning on Midway just after
     the enemy strike.

     <23>This and preceding details from ONI Review, p. 17.
     <24>Report, p. 4.
     <25>MAG-22 Report, p. 3.
     <26>Ibid., p. 3.
     <27>Ibid., p. 2. According to Capt. Marshall A. Tyler, the senior 
surviving officer of the Marine dive-bombing squadron, the message was 
promptly received and acknowledged by both Majors Henderson and Norris, the 
respective unit commanders of VMSB-241 as it was divided. Report of CO, 
VMSB-241, 7 June 1942, hereinafter cited as VMSB-241 Report.


message was retransmitted periodically from 0605 on, and was, in fact, picked 
up not only by VMSB-241 but by several fighter pilots of VMF-221, some of whom 
actually set course for the enemy fleet, despite their damages and dwindling 
fuel and ammunition.

     VMSB-241, was, like the fighter squadron, divided into two 
striking-units, the first composed of 16 SBD-2's under Major Lofton R. 
Henderson, the squadron commander; and the second, of 11 SB2U-3's, led by 
Major Benjamin W. Norris.  The division of the squadron accorded with its 
mixed composition, inasmuch as the obsolescent SB2U-3's were far outmatched by 
the Douglas SBD's.<28>


     THE CARRIER "AKAGI," UNDER ATTACK on the morning of 4 June 1942,
     attempts evasive action from the 20,000-foot bombing of Army B-17's.
     This is the only known photograph of this ship taken during the
     action, and is of particular interest because it was this carrier
     which VMSB-241 shortly afterward bombed and set afire in the day's
     first successful action against the enemy carriers.

     <28>These and subsequent details regarding VMSB-241's attack are, unless 
otherwise noted, from VMSB-241 Report, pp. 1-2.


     Divided into two bomber boxes, Major Henderson's group of SBD's climbed 
to 9,000-foot altitude and set out to locate the enemy carriers, which were 
even then coming under the gallant but unsuccessful<29> attack of the six Navy 
TBF's and four Army B-26's which had been sent out previously.

     At 0755, through broken cloud formations below them, the Marine pilots 
sighted their target, Admiral Nagumo's striking force, four carriers, 
battleships, and numerous smaller combatant ships. Just below was the 
26,900-ton AKAGI, and it was this ship which Major Henderson determined to 

     Because of the relative unfamiliarity of most of his pilots with the SBD-
2 (a result of the curtailed fuel allowances during the week before), 
Henderson planned on a glide-rather than a dive-bombing run, and commenced a 
let-down to 4,000 feet, from which he intended to launch his attack. As the 
SBD's spiralled down, they began receiving violent fighter attacks from 
Nakajima 97's and Zeroes, which were momentarily reinforced by more fighters 
from the carriers below. Aboard the AKAGI, their target, Marine pilots could 
see three fighters take off. Heavy antiaircraft fire began to thicken the air, 
and, below, the AKAGI commenced evasive maneuvers at flank speed.

     The balance of the attack can best be described in the words of Capt. 
Elmer G. Glidden, leader of the second division in Major Henderson's group:

        The first (enemy fighter) attacks were directed at the squadron 
     leader in an attempt to put him out of action. After about two passes,
     one of the enemy put several shots through the plane of Major Henderson,
     and his plane started to burn. From the actions of the leader it was
     apparent that he was hit and out of action. I was leader of the second
     box immediately behind the Major. As soon as it was apparent that the
     Major was out of action I took over the lead and continued the attack.
     Fighter attacks were heavy so I led the squadron down through a
     protecting layer of clouds and gave the signal to attack. On emerging
     from the cloud-bank (sic) the enemy carrier was directly below the
     squadron, and all planes made their runs. The diving interval was about 
     5 seconds.

        Immediately after coming out from the protection of the clouds the
     squadron was attacked again by fighter planes and heavy AA. After making
     my run I kept heading on for the water, and I headed on an approximate
     bearing home. Looking back I saw two hits and one miss that was right
     alongside the bow. The carrier was starting to smoke.<30>

     Captain Glidden's observation of the two bomb hits (each by a 500-pound 
bomb) is confirmed by the commanding officer of the AKAGI, who was 
interrogated after the war, as well as by other enemy sources. Until the end 
of hostilities, there had been some question as to which of the enemy carriers 
VMSB-241 had actually hit, but the AKAGI's records, together with Admiral 
Nagumo's report of the battle, jibe quite accurately with the reports of the 
Marine squadron.

     According to the Nagumo report, at 0800 the AKAGI sighted "16 enemy 
planes bearing 85 degrees, elevation 7 degrees, distant 17,000 meters." At 
0805, further, she launched three fighters, which were evidently those noticed 
taking off by the Marine pilots.  Prior to 0810, reports of other ships in the 
task force indicated that AKAGI had received bomb hits.<31> Under 
interrogation, her Captain stated that his ship's first damage had occurred by 
fire as a result of--

        * * * two bombs by dive bombing, about 2 hours after sunrise (one
     started fire at after elevator). Planes were loaded up with bombs 

     inside the hangar and caught fire.<32>

     Since sunrise that day took place prior to 0600, it could only have been 
the 16 Marine dive-bombers which drew first blood from the enemy carriers.

     The SBD-2s' retirement was executed at masthead level or lower, in order 
to stave off incessant fighter attacks<33> which followed them clear of the 
enemy fleet, but only eight of the original group made the trip back to 
Midway. All of these, of course, had sustained battle damage of varying 
degree, mostly extensive, and one SBD (Bureau No. 2106, flown by First 
Lieutenant Daniel Iverson, Jr.) received 259 counted hits, but neverthe-

     <29>ONI Review, p. 17.
     <30>Statement of Capt. Elmer G. Glidden, 7 June 1942, p. 1, hereinafter 
cited as Glidden.
     <31>ONI Review, p. 18.
     <32>USSBS Interrogation Nav No. 4, Capt. Aoki, Taijiro, IJN, 9 October 
1945; hereinafter cited as Aoki.
     <33>The rear gunners of this strike group are credited with having shot 
down four enemy fighters plus two additional probables. Battle of Midway, p. 


less succeeded in getting back for a one-wheel, no-flap landing.<34>

     While Major Henderson's SBD-2's were pressing home their attack against 
the enemy carriers, Major Norris's aging SB2U-3's were approaching the enemy 
fleet at 13,000 feet, and B-17's from Midway were about to deliver a 
20,000-foot bombing attack which, according to Admiral Nagumo's report, 
resulted only in a number of distant misses.<35>

     At 0820, approximately 165 miles from Midway, the Norris group sighted 
the enemy fleet through an almost solid cloud cover. Before they could even 
commence their let-down, however, the SB2U-3's were hit by three Zero fighters 
on combat air patrol, one of which was promptly shot down by the combined fire 
of four Marine rear-gunners.<36> More fighters pressed in, however, and the 
group began to find itself seriously embarrassed. At this juncture, the Marine 
pilots crowded every knot of speed out of their old airplanes and then went 
into column for a standard glide-bombing let-down. As the Zeroes slashed in, 
Major Norris led the formation to shelter within the clouds, emerging at only 
2,000 feet, almost on


     "MY PLANE WAS HIT SEVERAL TIMES," summarized 1st Lt. Daniel
     Iverson, Jr., in describing the attack by Marine SBD's on the
     carrier, AKAGI. Iverson's dive bomber, shown here, sustained
     more than 259 counted hits, including one which shot his throat
     microphone off the pilot's neck.

     <34>Information from photo caption submitted with accompanying 
photographs by CO, MAG-22 to CMC, 29 June 1942. Iverson, whose throat 
microphone was shot off his neck during the action, dismissed the subject in 
his report, dated 7 June 1942, with the statement: "My plane was hit several 
times." A brother officer commented after ward, "Without doubt, he was one of 
the most unperturbed war pilots who ever flew an airplane."
     <35>ONI Review, p. 19.
     <36>Statement of Capt. Leon M. Williamson, 7 June 1942, hereinafter cited 
as Williamson. The author was second in command of Major Norris's group, and 
senior surviving pilot at the close of the battle.



     SAND ISLAND HANGAR BURNING AGAIN as a Navy fire and damage-control
     party plays a stream over the charred rafters and of the structure
     during the Battle of Midway.


top of the Japanese battleship HARUNA,<37> which was in company with a sister, 

     The position in which Norris now found himself called for an instant 
decision. Should he--or could he--attempt from this altitude to seek out the 
carriers, flying through the now intense flak of an entire fleet, or should he 
attack the target at hand? Reasoning<38> that his unit might readily be 
destroyed between fighters and flak, and that the carriers had been 
forewarned, Major Norris therefore elected to take advantage of surprise and 
hit the battleship. This he did in a gliding attack, described by one of the 
pilots, Second Lieutenant George Lumpkin, as follows:

        Major Norris started his dive immediately from 13,500 feet. It was a
     fairly shallow dive with my air speed about 240 knots. We dove through
     the overcast, I was flying No. 2 on Major Norris and came out in the
     clear on the port side of a large battleship, Major Norris immediately
     peeled off to the right in a fairly steep dive, Lieutenant Campion, who
     was No. 3 man, followed him, and I dove third. Antiaircraft fire from 
     the Jap battleship was very close. In fact the air was so rough from 
     the fire it was practically impossible to hold the ship in a true 
     dive. The Jap battleship zigzagged frantically. I tried to release 
     my bomb but the mechanism did not work. I pulled out of my dive and
     headed slightly south to keep from coming too close to a Japanese
     transport following the battleship. They were still shooting at me 
     with antiaircraft, probably 3-inch shells.

     Another pilot, Second Lieutenant Daniel L. Cummings, tells, in a similar 
action report, what happened to the Marine pilots as they completed their 

        * * * because I was then well surrounded by Jap Zero fighters I did
     not see the results of my bomb. For the next 15 minutes I had nothing to
     do except try to get away from five fighters that were concentrating on
     me. In the hit and run dogfighting, which was my initiation to real war,
     my old, obsolete SB2U-3 was almost shot out from under me. I finally 
     made my escape in the clouds. I flew back to Midway using full right
     rudder, right aileron and my elevator controls were frozen, and my
     instruments shot away. About 5 miles from Midway my gasoline gave out 
     and I made a crash landing in the water.

     As may be divined, the attack had hardly been launched under optimum 
conditions, what with the alertness of the enemy combat air patrol and the 
high quality of his antiaircraft. The results, therefore, despite claimed hits 
on the HARUNA, appear from reliable enemy reports to have been negligible. The 
KIRISHIMA actually did sustain minor damage from a very near miss off her 
stern, which drenched the after portion of the ship with water, but the HARUNA 
was not hit.<39>

     Three SB2U-3's were shot down, and the Norris group is credited 
officially with having destroyed two enemy fighters, plus two probables.<40>

     By 1000, all surviving Marine aircraft had made their way back to Eastern 
Island, guided, in some instances by the soaring clouds of black smoke from 
the oil fires still raging.

     Hardly had the survivors gotten in to land, however, when, at 1100, the 
air-raid sirens sounded again, as an unidentified flight of six dive bombers 
appeared off Midway and jettisoned bombs in the water, an action which 
(although intended to be friendly, inasmuch as the flight actually consisted 
of Navy SBD's from the U. S. S. HORNET) hardly reassured the Marines on shore 
Batteries prepared to reopen fire, and one perforated fighter plane from 

VMF-221 actually took the air for an interception before the visitors could 
identify themselves.<41>

     Both islands were now the scene of considerable damage and resultant 
activity. Due to bomb damage, which had ruptured fuel lines, over two-

     <37>"ONI Review, p. 19, which reported in Admiral Nagumo's chronological 
log, "0830: 10 enemy planes dive on the Haruna * * * Friendly fighters engaged 
in air combat with the enemy." This was the Japanese battleship previously 
reported sunk by Army Air Force B-17's in the first days of Japan's invasion 
of the Philippines.
     <38>MAG-22 Report, p. 2; and 1948 comments by Maj. Leon Williamson and 
Capt. Jack Cosley. Although Major Norris survived this attack, he was missing 
in action after another strike to be described shortly, and, while no written 
statement by him is known to exist, he was, of course, interviewed by Colonel 
Kimes upon his return, and information is thus available as to his reasoning 
at this juncture.
     <39>ONI Review, p. 19, and USSBS Interrogation Nav No. 2, Capt. 
Kawaguchi, Susumu, IJN, 10 October 1945. Thus the HARUNA survived another 
battle. She was finally sunk in Japanese waters by Navy carrier planes on 28 
July 1945. JANEC, p. 27.
     <40>Battle of Midway, p. 19. Although this account states that only two 
SB2U-3's were lost, VMSB-241 Report, in conjunction with MAG-22 Report, agree 
on a figure of three SB2U-3's.
     <41>Letter from Maj. Thomas F. Moore to CMC, 31 January 1948.



     SALVAGE-PARTIES ON EASTERN ISLAND remove valuable supplies and
     provisions from gutted storehouses of the aviation-base. Note
     presence of volunteer civilian workers, some of whom elected
     to await battle beside the Marines.

thirds of the available avgas supply was, for the time being, inaccessible. 
Resort had to be made to use of drums, to hand pumping, and a refueling barge 
sent over from Sand Island, a most cumbersome means of fueling airplanes. 
Labor for these operations, which were to continue around the clock for some 
48 hours, was provided by Marine working parties from MAG-22, the defense 
battalions, and Company D, 2d Raider Battalion, the infantry reserve on that 

     On the ground, the Marine defense forces had sustained 24 casualties, and 
four ordnancemen of VMF-221 had the misfortune to receive a direct hit from a 
242-kg. bomb which lit squarely in heir rearming pit.

     At 1700, a burning enemy carrier was reported 200 miles northwest of 
Midway on bearing 338 degrees. At this time, VMSB-241 had six operational "BD-
2's and five SB2U-3's.<43> It was the judgement of Major Norris, now squadron 
commander, that a more successful attack could be pressed home by this small 
number of planes after dark when enemy fighter opposition would be absent, and 
take-off was accordingly delayed until darkness.<44> Divided by type into two 
units (SBD-2's under Capt. Marshall A. Tyler, and SB2U-3's again under Major 
Norris), the squadron took off at 1900, but could not intercept. Major Norris, 
however, unfortunately failed to return, although his more fortunate comrades 
were able to home in by the light of the oil fires and AA searchlights turned 
on as beacons.<45>

     During the night, which was moonless and squally, the Japanese submarine, 
I-168, approached the south shores of Midway, to execute a mission of night 
harassing.<46> At 2154, she surfaced cautiously about 4,500 yards east of 
Battery B, on the eastern tip of Eastern Island, was observed, tracked but not 
fired on,<47> and coasted slowly offshore until 2221, when trackers were 
unable to follow her.

     <42>McGlashan, p. 27.
     <43>VMSB-241 Report, p. 2 and Battle of Midway, p. 34.
     <44>MAG-22 Report, p. 4.
     <45>VMSB-241 Report, p. 3, and Booth.
     <46>USSBS Interrogation Nav No. 108, Commander Fuji-mori, Yasuo, IJN, 23 
November 1945, p. 466;.
     <47>Information as to enemy capabilities was not yet at hand on Midway, 
and it was feared that firing on this submarine might disclose active battery 
positions to a subsequent pre-landing bombardment in the event of an enemy 
landing. McGlashan II, p. 28.


     Information is not available as to I-168's further movements until 0120, 
now 5 June. At this hour, gun-flashes were seen to the southeast of Sand 
Island, from the 6th Defense Battalion's observation post. Three minutes 
later, the 3-inch Antiaircraft Group of the battalion reported that a 
submarine was visible on bearing 1100, shelling the island. Within one minute, 
at 0124, searchlight No. 102 had picked up and illuminated the 1-168, and 
Battery C had fired a 5-inch star-shell; by 0125, two 3-inch batteries (D and 
E, 6th Defense Battalion) and one 5-inch battery (B) were firing, with shell 
splashes going up close aboard the ship.

     After firing eight rounds (all of which hit in the lagoon), the submarine 
submerged at 0128, having been the target of some 42 rounds of 3-inch and 
three of 5-inch. Although observers at the searchlight position claimed to 
have seen three hits registered by Battery E, it is definite that the target 
was not sunk,<48> especially as she in turn survived next day to deliver the 
torpedo coup de grace to U. S. S. YORKTOWN.

     Inasmuch as "The Battle of Midway was decided on June 4th with the 
destruction of the enemy's air power,"<49> operations on 5 June assumed the 
nature of pursuit and mopping up, in the course of which VMSB-241 struck the 
final Marine blow of the battle.

     At 0700, the dive-bombers squadron, now composed of six SBD-2's (Captain 
Tyler) and six SB2U-3's (Captain Richard E. Fleming), was ordered out to 
intercept and attack two supposedly damaged battleships retiring almost due 
west of Midway, 170 miles away.<50>


     GUTTED JAPANESE CRUISER, probably the MIKUMA, after Marine and Navy 
     dive bombers had plastered her on the morning of 5 June. Encircled
     wreckage atop after turret may well be the remains of the Marine 
     SB2U-3 which Captain Fleming deliberately dived in after sustaining
     mortal hits.

     <48>All information on this attack from 6DB Report, pp. 8-9, and from 
Booth. The 1-168 was finally sunk north of the New Hebrides by United States 
surface craft on 2 September 1943. JANEC, p. 7.
     <49>Battle of Midway, p. 35.
     <50>This and subsequent information as to this strike are from VSMB-241 
Report, p. 3, unless otherwise indicated.


     After approximately 45 minutes in the air, the Marine pilots picked up a 
wide oil-slick trail, evidently the wake of a wounded ship, and pressing the 
pursuit down this track, VMSB-241 made contact with the enemy force 20 minutes 
later at 0805, when they saw below them two major combatant ships, both in 
damaged condition, escorted by two destroyers. These were not, however, 
battleships, as had been surmised, but were in fact the two powerful and new 
heavy cruisers, MOGAMI and MIKUMA, which had sustained their injuries in a 
collision six hours before, taking evasive action while under attack by a 
United States submarine.<51> Now lagging behind the other retreating ships of 
their unit, Cruiser Division Seven, they were alone except for the destroyers.

     Captain Tyler's plan of attack envisaged a dive-bombing attack by the 
SBD-2's from 10,000 feet, 


     CAPT. RICHARD E. FLEMING, posthumously awarded the medal of Honor
     for diving his obsolescent bomber onto the after turret of the enemy
     cruiser, MILKUMA, after he had been wounded by enemy flak.

and a glide-bombing run by the SB2U-3's from 4,000 feet. As Tyler led his 
division out of the sun from astern of the cruisers, with the MOGAMI as his 
target, intense antiaircraft fire commenced and continued throughout the 
balance of the descent. The attack was resolutely pushed home, however, and 
the Mogami was bracketed by six very near misses which caused extensive 
topside damage.<52>

     Meanwhile, Fleming's glide-bombing run had taken the Japanese by 
surprise,<53> although their antiaircraft fire was prompt and heavy once the 
attack was disclosed. As Fleming dove, his airplane was hit forward and smoke 
began pouring out of his engine. Notwithstanding this, he continued the run 
without faltering, retaining the lead in his division, and dropped his bomb. 
Just at the moment of pull-out, his plane burst into flames, and, in the words 
of Admiral Soji:

        I saw a dive bomber dive into the last turret (of the MIKUMA) and
     start fires. He was very brave.

In this manner, Captain Fleming insured, at the cost of his life, that 
VMSB-241's final attack on the Japanese fleet achieved its utmost.<54>

     This was the last Marine Corps action in the Battle of Midway. Other 
successful and important results were still to be attained by Navy and Army 
units, but to describe them is beyond the scope of this narrative.

     The contribution of Marines to the defense of Midway, however, had been 
considerable, from the inception of base development to this moment. Not only 
had the 3d and 6th Defense Battalions contributed their share of backbreaking 
labor, unremitting vigilance and highly effective flak, but the aviation 
personnel of Marine Air Group 22, at a cost rarely surpassed in the history of 
United States Naval Aviation, had unhesitatingly faced an enemy superior in 
numbers and aircraft, and exacted more than a full return for their sacrifice.

     At a cost of 49 Marines killed and 53

     <51>USSBS Interrogation Nav No. 83, Rear Adm. Soji, Akira, IJN, 13-14 
November 1945, p. 363. Admiral Soji had command of the Mogami during the 

Battle of Midway. 
     <52>Ibid. p. 363. One bomb missed the ship by "only 10 meters."
     <54>For this feat, Captain Fleming was posthumously awarded the Medal of 
Honor, being the first Marine Corps aviator of this war to be so honored.



     MARINES BURY THEIR DEAD. After the battle, Midway's dead are placed
     on board PT boats under an honor guard of the 6th Defense Battalion
     to be buried at sea, off the reef.

wounded,<55> Midway had been defended successfully. MAG-22 had destroyed some 
43 enemy aircraft (25 Val dive bombers and 18 Zekes), and the 6th Defense 
Battalion had shot down at least 10 more. On no occasion after 7 December 1941 
was the defending garrison ever taken by surprise and on no occasion did an 
attacker ever fail to draw prompt fire from Midway's defenses.

     Again at Midway, just as at Wake, these results had been attained not by 
air, and not by ground, but by the Marine Corps amalgam of the two. Ground 
Marines had established the base and rendered it secure against direct attack 
in order that, on a subsequent day of battle, a Marine air group might shield 
the base in combat beyond the horizon.

     Although directed solely to the Marine aviation units at Midway, Admiral 
Nimitz's despatch composed after the victory, could well apply in spirit to 
all Marines at Midway, and, as paraphrased, it is therefore quoted:

        Please accept my sympathy for the losses sustained by your
     gallant aviation personnel based at Midway.  Their sacrifice was
     not in vain.  When the great emergency came, they were ready.  They
     met unflinchingly the attack of vastly superior numbers and made
     the attack ineffective.  They struck the first blow at the enemy
     carriers.  They were the spearhead of our great victory.  They
     have written a new and shining page in the annals of the Marine
     Corps. * * *

     <55>Break-down of Marine casualties in the defense of Midway (including 
the action of 7 December 1941) is as follows:

                              Marine Air Group 22

                                       Officers  Enlisted   Total

Killed in action                            1        6        7
Missing, presumed dead                     23       12       35
Wounded in action                          13       12       25
             6th Defense Bn. (Reinf.)
Killed in action                            3        4        7
Wounded in action                           1       27       28
     Total Marine casualties                                102



                                   APPENDIX I

                        Documentation and Bibliography

     For the convenience of those who may wish to give further study to the 
role of Marines in defense of Midway, a bibliography of the most important 
source-material available in the archives of United States Marine Corps 
Headquarters, is listed below. In this connection, however, two considerations 
must be emphasized: First, that his bibliography does not essay to cover the 
entire Battle of Midway any more than did this narrative, which has confined 
itself closely to Marine Corps matters; second, that the sources listed below 
do not entirely exhaust even the Marine Corps field. For example, in addition 
to the categorical items set forth, Marine Corps Headquarters holds more than 
a hundred detailed comments (by officers who served at Midway in 1941 and 
1942) on this monograph itself; many of these are so highly informative as 
almost to constitute important original sources in themselves. All of this 
Midway material, however, subject always to security regulations, is available 
for study and inspection at this Headquarters, and consists of the following 
major items:

 1. "The War Reports of General Marshall, General Arnold, and Admiral King,"
      Lippincott, 1947.
 2. "The Battle of Midway," combat narrative prepared by the Office of Naval
      Intelligence, 13 March 1943.
 3. "The Japanese Story of the Battle of Midway," Office of Naval
      Intelligence, June 1947.
 4. CO, 6th Defense Battalion, FMF, official report to CO, Naval Air Station,
      Midway, on action of 4-5 June, dated 13 June 1942.
 5. War Diary, 6th Defense Battalion, FMF, May 1942.
 6. War Diary, 6th Defense Battalion, FMF, June 1942.
 7. Commandant, Fourteenth Naval District, letter to Major General Commandant,
      with CinCPac endorsement,  regarding deficiencies of  defensive
      equipment at Midway, 22 March 1942.
 8. Fourteenth Naval District Intelligence Officer's memorandum report of
      interview with PAA Capt. J. H. Hamilton, pilot of PHILIPPINE CLIPPER,
      8 December 1941.
 9. CG, Marine Garrison Forces, Fourteenth Naval District, letter commending
      Midway Defense Forces, 17 August 1942.
10. CinCPac serial 0841 to CNO regarding the movement of the 6th Defense
      Battalion, FMF, to Pearl Harbor, 28 May 1941.
11. 3d Defense Battalion, FMF, Special Order 10-1941, regarding movement to
      Midway, 8 February 1941.
12. "The Campaigns of the Pacific War," USSBS, 1946.
13. Pacific Fleet Operation Order 3-41, regarding movement of 3d Defense
      Battalion, FMF, to Midway, 6 February 1941.
14. CinCPac serial 0214 to Commandant, Fourteenth Naval District, regarding
      transfer of 3d Defense Battalion, FMF, to Midway, 7 February 1941.
15. CinCPac serial 0215 to Commander Base Force, Pacific Fleet, directing the
      availability of U. S. S. ANTARES for Midway movement, 7 February 1941.
16. CO, 3d Defense Battalion, FMF, letter to Bureau of Ships requesting
      purchase of motor sampans for Midway boat-pool, 23 August 1940.
17. Commandant Fourteenth Naval District serial 310 to CO, 3d Defense
      Battalion, FMF, directing establishment of Midway Detachment, Fleet
      Marine Force, 19 July 1940.
18. Commandant Fourteenth Naval District letter of instructions to Capt.
      Kenneth W. Benner, 9 July 1940.

19. Love, Julian, Lt. Comdr. (MC) USN, medical and sanitary survey of Midway,
      21 July 1940.
20. Commandant Fourteenth Naval District letter of instructions to Capt.
      Samuel G. Taxis, 31 May 1940.
21. Notes compiled from enemy interviews, dates unknown.
22. CO, 3d Defense Battalion, FMF, memorandum to Commandant Fourteenth Naval
      District, recommending advance reconnaissance of Midway, 23 May 1940.
23. CinCPac Mailgram, 7 October 1941.
24. CinCPac serial 0496 to CNO regarding establishment of permanent Marine
      defense force at Midway, 3 April 1941.
25. CNO serial 047412 to CinCPac disapproving reduction of Midway garrison, 6
      May 1941.
26. Fourteenth Naval District Operation Plan 2-41, 4 April 1941.
27. CNO serial 0638 to CinCPac, directing establishment of entire 3d Defense
      Battalion, FMF, on Midway, 17 January 1941.
28. Muster Rolls, United States Marine Corps.
29. CinCPac serial 0130W to Commander South Pacific Force, regarding lessons
      learned at Battle of Midway, 20 June 1942.
30. CO Naval Air Station, Midway, paraphrased despatch regarding battle
      -damage, Midway 9 December 1941.


31. CinCPac serial 01849, to ComInch, action report on the Battle of Midway.
32. "History of Marine Fighting Squadron Two Twenty One," undated, author not
       given (but see footnote 4, p. 17).
33. War Diary, Marine Air Group 22, May 1942.
34. CO, VMF-221, letter-report of submarine contact, 11 February 1942.
35. CO, Marine Air Group 21, serial 1173 to the Major General Commandant
      regarding flight of VMSB-231 from Ewa to Midway, 19 December 1941.
36. Larkin, Claude A., Col., letter to CinCPac regarding record of MAG-21, 5
      April 1943.
37. Wallace, William J., Lt. Col., personal letter to Col. Claude A. Larkin,
      18 January 1942.
38. Bayler, Walter L. J., Maj., undated memorandum relative to communication
      installations, Eastern Island air-field, Midway (probably January 1942).
39. Larkin, Claude A., Col., personal letter to unknown addressee, regarding
      status of MA(#21, 18 December 1941.
40. "Report on Need of Additional Naval Bases to Defend the Coasts of the
      United States, Its Territories and Possessions," House Document No.
      65, 76th Congress, 1st Session 27 December 1938 (so-called Hepburn
41. USSBS Interrogation Nav-13, Capt. Watanabe, Y., IJN, 15 October 1945.
42. USSBS Interrogation Nav-60, Capt. Toyama, Yasumi, IJN, 1 November 1945.
43. "Japanese Naval and Merchant Ship Losses During World War II By All
      Causes," Joint Army-Navy Assessment Committee (JANEC), Nav-EXOS
      p-468, February 1947.
44. CO, Marine Forces Fourteenth Naval District, serial 09 to Major General
      Commandant, on reorganization of defense forces Fourteenth Naval
      District, 5 January 1942.
45. Pickett, Harry K., Col., report to the Major General Commandant on plans
      for defense of Midway, 14 October 1939.
46. Major General Commandant serial 434941-2 to Brig. Gen. Charles F. B.
      Price, regarding inspection of Pacific units, 12 September 1941.
47. United States Marine Corps Tables of Organization D-133 through D-155-D
      (defense battalion tables of organization), 27 February 1941.
48. Pfeiffer, Omar T., Col., undated memorandum (February 1942) regarding
      status of Marine Forces Fourteenth Naval District.
49. "Sailing Directions for the Pacific Islands, Volume II," H. O. No. 165,
      U. S. Hydrographic Office.
50. CNO serial 0470412 to CinCPac regarding garrisons on Wake and Midway,
      23 June 1941.
51. "Midway-The North Pacific's Tiny Pet," Homer C. Votaw, United States Naval
      Institute PROCEEDINGS, pp. 1606-07.
52. CO, 6th Defense Battalion, FMF, letter to Commandant Fourteenth Naval
      District, reporting enemy submarine bombardment, 25 January 1942.
53. CO, 6th Defense Battalion, FMF, letter to CG Marine Forces Fourteenth
      Naval District, reporting enemy",  submarine bombardment, 8 February
54. Commanding Officer, 6th Defense Battalion, FMF, letter to CG, Marine
      Forces, Fourteenth Naval District, reporting enemy submarine
      bombardment, 10 February 1942.
55. McGlashan, Robert C., Lt. Col., official reply in two parts to Historical
      Section questionnaire, 12 August 1947.
56. CO, VMF-221 letter to CO, MAG-22, report of action at Midway, 6 June 1942.
57. CO, VMSB-241 report of combat, 7 June 1942.
58. CO, MAG-21, serial 0111, report of enemy action, Midway, 10 June 1942.
59. JICPOA Report, "Japanese Land Forces No. 2," 20 October 1942.
60. CO, MAG-22, preliminary report on battle of Midway, 8 June 1942.
61. CO, 6th Defense Battalion, FMF, report to CG, Marine Forces Fourteenth
      Naval District, 10 June 1942.
62. USSBS Interrogation Nav, Capt. Aoki, Taijiro, IJN, 9 October 1945.
63. USSBS Interrogation Nav-33, Lt. Comdr. Tokuno, Horishi, IJN, 25 October

64. USSBS Interrogation Nav-2, Capt. Kawaguchi, Susumu, IJN, 10 October 1945.
65. CG, Marine Forces Fourteenth Naval District, Memorandum to Commandant
      Fourteenth Naval District, regarding additional forces for Midway,
      20 May 1942.
66. USSBS Interrogation Nav-83, RAdm Soji, Akin IJN, 13-14 November 1945.
67. USSBS Interrogation Nav-108, Comdr. Fujimori, Yasuo, IJN, 23 November
68. Historical Section Interview with Lt. Col. Custis Burton, Jr., regarding
      reinforcement of Midway, 2 September 1947.
69. Ship's log, U. S. S. LEXINGTON, December 1941.
70. CinCPac serial 02276 to ComInch, supplementary report on the battle of
      Midway, 25 July 1942.
71. Cable Station Diary, Midway, Commercial Cable 
72. CNO serial 397 to Commandant Fourteenth Naval District regarding
      establishment of Marines at Midway, 20 December 1939.
73. Annual Report of the Commandant of the Marine Corps, 1904.
74. Taxis, Samuel G., Lt. Col., official reply to Historical Section
      questionnaire regarding early development of Midway, 18 August 1947.
75. War Diary, Naval Air Station, Midway.
76. Nimitz, Chester W., Admiral, USN, memorandum to Capt. Milo F. Draemel,
      USN, regarding defense plans for Midway, 23 May 1942.
77. Davis, Arthur C., Capt. USN, memorandum CinCPac, regarding defense plans
      for Midway, May 1942.
78. Nimitz, Chester W., Admiral, USN, undated memorandum (May 1942) to
      Capt. Arthur C. Davis, USN, regarding employment of aircraft based



                                  APPENDIX II

                               Midway Chronology


31 May           Capt. Samuel G. Taxis was ordered to Midway to perform
                   initial survey and reconnaissance for defenses.
9 July           Capt. Kenneth W. Benner ordered to Midway to relieve
                   Captain Taxis and continue survey and reconnaissance.
29 September     Midway Detachment, Fleet Marine Force (9 officers and 168
                   enlisted), under Maj. Harold C. Roberts, arrives Midway
                   and commences installation of 3d Defense Battalion


4 February       Remainder of 3d Defense Battalion (28 officers and 556
                   enlisted), under Col. Robert H. Pepper, arrives Midway
                   and continues defensive preparations.
1 August         Naval Air Station, Midway, goes into commission.
1 September      6th Defense Battalion (Col. Raphael Griffin) relieves 3d
                   Defense Battalion as the atoll's garrison.
19 November      1st Lt. Loren D. Everton, with 60 enlisted, sent forward to
                   Midway as ground echelon from Marine Air Group 21, to
                   prepare for reception of aircraft.
7 December       Japanese  destroyers AKEBONO and USHIO bombard Midway,
                   inflicting 14 casualties and considerable damage to
17 December      Marine Scout Bombing Squadron 231  (Maj. Clarence J.
                   Chappell) reaches Midway after executing world's record
                   single-engine land-plane massed over-water flight (I-137
                   miles) from Hickam Field, T. H.
24  December     Batteries A and C, 4th Defense Battalion (Capt. Custis
                   Burton, Jr.) arrive from Oahu to reinforce Midway.
25  December     Marine Fighting Squadron 221 flies in to Midway from U.S.S.
26  December     4th Defense Battalion units and ground echelon of VMF-211
                   arrve from fruitless attempt to relieve Wake, and are
                   assigned to Midway garrison.


25 January       Enemy submarine I-173 bombards Midway.
8 February       Enemy submarine bombards Midway.
10 February      Enemy submarine bombards Midway.
1 March          Marine Air Group 22 is commissioned from squadrons on



10 March         Four-plane section of fighters from VMF-221 shoots down
                   enemy patrol seaplane southwest of Midway.
2 May            Admiral Nimitz visits Midway to ascertain its defensive
                   readiness and needs.
20 May           Admiral Nimitz warns Captain Simard and Colonel Shannon
                   of impending Japanese attack.
25 May           Companies C and D, 2d Raider Battalion (Capt. Donald H.
                   Hastie) and 37-mm. battery, 3d Defense Battalion (Capt.
                   Ronald K.  Miller), arrive Midway.
26 May           U. S. S. KITTYHAWK arrives at Midway with crucial air and
                   ground reinforcements.
28  May          Japanese Occupation Force sails from Saipan for Midway.
30 May           Two PBY's of VP-44 sustain damage in aerial contact with
                   twin-engined Japanese bombers to westward.
4 June           Battle of Midway commences, including air-strike by VMSB
                   241 against Japanese Striking Force; fighter-defense of
                   Midway by VMF-221; and heavy anti-aircraft action by 6th
                   Defense Battalion (reinforced).  Midway sustains major
                   damage from Japanese air-raid.
5 June           VMSB-241 attacks and damages Japanese cruisers retiring to
9 June           Japanese communique states: "The Midway Occupation operations
                   have been temporarily postponed."



                                  APPENDIX III

               Navy Unit Commendation, 6th Defense Battalion, FMF

     For its role in defense of Midway and in preparation for the battle, the 
6th Defense Battalion (reinforced)--which included all the Marine ground 
defense forces, received the following Navy Unit Commendation from the 
Secretary of the Navy:                

     The Secretary of the Navy takes pleasure in commending the Sixth Defense 
Battalion for service as follows:

     "For outstanding heroism in support of military operations prior to and 
during the Battle of Midway, June 1942. Assuming a tremendous operational and 
service load in preparing defenses of Midway against anticipated Japanese 
attack, the officers and men of the Sixth Defense Battalion carried on 
intensive night battle training, completed and installed underwater obstacles, 
unloaded and distributed supplies, emplaced guns and constructed facilities 
for stowing ammunition and for protecting personnel. Alert and ready for 
combat when enemy planes came in to launch high and dive-bombing attacks and 
low-level strafing attacks on June 4, they promptly opened and maintained fire 
against the hostile targets, downing 10 planes during the furious 17-minute 
action which resulted in the destruction of the Marine galley and mess-hall, 
equipment, supplies and communication facilities. Working as an effective team 
for long periods without relief, this Battalion cleared the debris from the 
bomb-wrecked galley; reestablished disrupted communications, and serviced 
planes, thereby contributing greatly to the success of operations conducted 
from this base. The high standards of courage and service maintained by the 
Sixth Defense Battalion reflect the highest credit upon the United States 
Naval Service."

     All personnel attached to and serving with the SIXTH Defense Battalion, 
Fleet Marine Force, Reinforced, consisting of the SIXTH Defense Battalion, 
attached personnel of the Third Defense Battalion, 22nd and 23rd Provisional 
Marine Companies and "C" and "D" Companies of the Second Raider Battalion are 
authorized to wear the NAVY UNIT COMMENDATION Ribbon.

                                                       JOHN L. SULLIVAN



                                  APPENDIX IV

                      Events at Battery D, 7 December 1941

     The following narrative, prepared by Lieutenant Colonel Jean H. Buckner, 
then in command of Battery D, a 3-inch antiaircraft unit which played a 
leading role in the action on 7 December 1941, is reprnted in full because of 
ts informatve account of the enemy raid on that date, and because it describes 
in considerable detail the typical sequence of preparations undertaken by 
Marine units not only at Midway but at many other Pacific advanced bases on 
the day war came:

     On Sunday morning, 7 December 1941, I was at breakfast in the officers' 
mess with the other officers of the Battalion when Lt. William R. Dorr, 
officer of the day, came into the mess and told us a message had been received 
from Pearl Harbor, which stated that the Japanese had attacked Oahu.  * * *  
We all thought he was joking and said so, but Lieutenant Dorr stuck to his 
story and added that he had awakened Lieutenant Colonel Shannon and informed 
him of the contents of the message.

     Shortly afterward Lieutenant Colonel Shannon and Major Archie O'Neil came 
into the mess, confirmed Dorr's report, and told all battery commanders to 
alert their men and have them ready to man battle stations within the hour.

     My feelings at that time, and that of nearly all the other officers I am 
sure, was that this was a realistic war game. I believe that Lieutenant 
Colonel Shannon also doubted that the warning was a report of a real attack.

     We notified our men to be ready to march to the batteries in light 
marching order within an hour and hurriedly finished breakfast. As I recall, 
Dorr said the message from Pearl Harbor had been received about 0700. The 
siren sounded for general quarters at about 0900, at which time all batteries  
* * * were marching to their positions.

     On 5 December 1941 (it may have been 6 December 1941), a ship had arrived 
at Midway bringing SCR-268 fire control radars and a quantity of 3-inch AA 
ammunition armed with 3-inch Navy common, base-detonating projectiles. The 268 
Radars and the ammunition had not been distributed to the AA batteries, so a 
major portion of the daylight hours of the 7th was taken up with the selection 
of radar positions, installing the sets, and distributing the new ammunition 
to each gun.

     Technical data on the Navy base-detonating ammunition was not furnished 
with the shipment. In order to satisfy myself and the gun captains that it 
would fit the guns, I had a round placed alongside a round of our standard 
antiaircraft HE ammunition and checked all bearing dimensions. They checked, 
and a few rounds (probably 10) were placed in each of the four ready-boxes in 
each gun pit.

     A few days prior to the 7th the range section had started a sand fill to 
provide an adequate 0-1 (or battery commander's position) next to the 
director. This job was about half complete on the morning of the 7th, but by 
nightfall a small sandbag revetment had been constructed which provided at 
least some protection.

     Another project which was only partially complete was that of burying the 
gun-data-transmission cables in 6- by 6-inch wooden conduit. The attempt to 

place the remainder of the cables in these conduits was given up, and the 
cables hastily buried without protection. This kept the gun crews busy for 
most of the day.

     The work in progress at the battery was interrupted two or three times 
during the day by false air raid alarms caused by returning PBY patrol planes. 
I remember one of these alarms occurred while the noon meal of fricasseed 
chicken was being gulped. It was about this time that the members of the 
battery reached the conclusion that they were not playing war games, but were 
involved in the real thing.


     All personnel were at their stations for Condition I as darkness settled 
down. Condition III was set after evening twilight had failed to produce an 
attack. During Condition III half of the battery were allowed to sleep in the 
gun or range-section pits, but the entire battery had to be able to fire 
within one minute.

     I seriously doubt if anyone in the battery was actually asleep at about 
2130 when the lookouts reported flashes on the horizon in a slightly south by 
west direction. After a brief observation, the thought crossed my mind, and 
stuck there, that Battery A (5-inch seacoast, located on the west side of Sand 
Island in general line between Battery D and the flashes) thought it had 
located a target to the west and was firing. I assumed that the flashes we 
observed close to the beach were caused by Battery A guns, and those we 
observed at a distance were caused by Battery A projectiles striking the water 
and exploding. In view of the fact that no real target was visible, I was 
quite amused by the antics of Battery A and remarked as much to Lieutenant 
Dorr, the range officer. About this time many of the men, including the 
battery commander, climbed on top of the parapets to get a better view of what 
was going on.

     After a few minutes the flashes to west ceased. I was still standing on 
top of the 0-1 parapet trying to discover what I still assumed had been 
Battery A's target when suddenly several guns flashed relatively close to the 
island to the west but at great enough range not to be mistaken for Battery A. 
In addition, my illusions and those of the entire battery were further 
shattered when something that sounded like a freight train passed immediately 
over our beads followed by explosions in the vicinity of the powerhouse. The 
tops of the parapets were deserted without order.

     After several more salvos had been fired I could discern what appeared to 
be the mast-heads of a ship in a position apparently in prolongation of the 
south coast of Sand Island. The range section also picked up this target, and 
I asked what the range was, but Lieutenant Dorr replied that there was 
insufficient light for the range finder to obtain a reading. Sometime 
previously word had been received by telephone from the AA Group CP (Captain 
Tingle) to "fire on all enemy targets." A searchlight (No. 8, I think), 
located on the south coast, truck arc and illuminated a ship steaming at high 
speed in an easterly direction parallel to the south boast at a range of about 
3,000 yards on a bearing southwest from Battery D. Through binoculars a large 
Japanese flag was plainly visible flying from he foremast.

     I gave the order to commence firing. The range being only about 3,000 
yards, the gun angle of elevation was very small. As a matter of fact the gun 
captains told me afterward that the elevation transmitted by the director to 
the data receivers on the guns was zero. This was probably because there was 
actually a minus angle of sight from the director to the water line of the 
target. Gunnery Sergeant M. C. Pulliman was wearing the telephone for 
transmitting orders to the gun captains and when he heard my order to commence 
firing, realizing the gun angle of elevation would be low, he passed the word 
approximately as follows: "You can commence firing, but check your line of 
fire and be sure you don't hit any part of the battery in front of you."

     Guns 3 and 4 (Platoon Sergeant Staid and Sergeant Hurtig) began firing at 
a very slow rate and continued firing until the illuminating searchlight was 
shot out of action by the ship. I learned afterward that both Platoon Sergeant 
Staid and Sergeant Hurtig held the breeches of their guns open after each 
round in order to sight through their bores to determine that the projectiles 
would clear the dunes between them and the target. Sergeant Lefert on Gun 2 
loaded his gun but upon checking for safety of line of fire discovered that it 
was pointed directly at the 0-1 pit occupied by Gunnery Sergeant Pulliman and 
me. He informed Pulliman of this fact over the gun control phone and wisely 

held his fire during the entire action. Platoon Sergeant Peel, gun captain of 
Gun 1, also made the decision not to fire because his gun would have delivered 
fire dangerously close to the heads of the men at Gun 3.

     The Japanese ship, which I identified as either a light cruiser or 
destroyer, continued on its course as Gun 3 fired six rounds and Gun 4 fired 
seven rounds (all Navy common, base-detonating ammunition). Immediately after 
the battery commenced firing the ship began to make a black, heavy smoke from 
its stack. Many observers assumed that this smoke was the result of hits in 
the engine room, but I am convinced it was merely part of the Japanese plan of 
attack, which probably called for the making of smoke in order to screen a 
withdrawal if hostile fire was received. About the time the searchlight which 
had been illuminating from Sand Island went out, the ship executed a sharp 90 
degrees turn to starboard, which placed it on a course heading south directly 
away from the island, and retired behind the smoke screen. I gave the command 
to cease fire when the searchlight ceased illuminating.

     The results of Battery D fire appeared to me to be approximately three 
hits in the superstructure. Other observers claimed the bow gun was hit, but I 
cannot verify this. I had the feeling that the announced range from the range 
section was too small and that our fire would be short. I therefore 
particularly watched for short splashes which would certainly have been 
visible in the excellent illumination. However, I observed no splashes 
whatsoever, and therefore it can be assumed, provided the angle of train was 
correct, that the angle of elevation of the guns and the range were such that 
the shells passed either over the ship, hit the superstructure,


or passed directly into the hull before exploding (in which case the flash 
would not have been visible from the battery).

     I was aware of two other events taking place during the firing on the 
7th.  One was the firing of a machine gun * * * located on the south coast 
between Battery D and the searchlight position (I thought at the time that it 
was a .50 caliber AA position but late learned that a .30 caliber heavy 
Browning had opened up).  A solid stream of tracers were observed to arch 
toward the ship.  The effect of this fire did not observe.  The other event, 
which occurred, I think, immediately after the Sand Island Eastern Island 
struck are and proceeded to direct its beam directly on Battery D for a few 
seconds.  This made us feel as if we were in a goldfish bowl before the eyes 
of the world and especially those aboard the Japanese ship.  We were really 
very thankful when the beam was trained out to sea in search of the enemy.

     That concluded the events of the 7th.  As for a second Japanese ship 
being present, I do not believe that during the firing I was aware of it.  
Immediately afterward, however, reports either from other members of the 
battery or nearby searchlight or machine gun positions, revealed that a second 
Japanese ship had followed the one I had observed on the same course at a 
position off its starboard quarter.  I remember hoping at the time that some 
of our "overs" had possibly hit this ship, but could get no confirmation that 
this had occurred.



                                  APPENDIX V

                       Preparations of MAG-22 for Battle

     The following account, written by Brigadier General Ira L. Kimes, who 
commanded Marine Air Group 22 prior to and during the battle of Midway, 
describes in detail the stress, strain, improvisation, and ingenuity of 
MAG-22's preparations for the anticipated battle:

     Until the sailing of the KITTYHAWK for Honolulu, my staff was composed of 
Major L. B. Stedman, Jr., Group Executive Officer; Major Verne J. McCaul, 
Group Operations Officer and Group Intelligence Officer; Captain Robert R. 
Burns, Group Communications Officer, Assistant Group Operations Officer, and 
Group Adjutant. This was a period of intense activity that allowed myself and 
staff an average of some three to four hours rest during each 24-hour period. 
A large number of bunkers had to be constructed for the additional Army, Navy, 
and Marine Corps planes which we were informed would be sent out to 
participate in the defense of the islands. In the end, both sides of all 
runways were a continuous line of such bunkers and still there weren't enough. 
When an Army B-17 or Navy PBY5-A went on dawn patrol, two fighters or 
dive-bomber planes were moved into the vacated bunker for the day. A large 
amount of aviation gasoline in 50-gallon drums was dispersed and buried near 
these revetments against the possibility of our large tanks being destroyed. 
In the walls of each fighter or divebomber bunker, several drums of gas were 
buried except for a small part of the top end. By keeping these filled from 
the two gas trucks, we always had a method of gassing our fighters and dive 
bombers simultaneously and without having them exposed outside their 
protective bunkers. Reserve watersupply tanks were buried, and emergency 
rations were cached in most of the personnel dugouts. This proved fortunate 
since the evaporating plant and commissary stores were destroyed in the 
bombing, and some little time elapsed before distribution from Sand Island 
could be established. A very large number of 500 and 1,000-pound bombs and 
fuses were received and stored. Some of these bombs had to have their fittings 
altered before they could be used on Army bomb racks. Underground shelter for 
additional personnel expected had to be provided and slit trenches for all 
hands constructed near their quarters and habitual place of employment. Then 
there was a stiff training schedule to prepare constant arrivals of new and 
inexperienced personnel for their part in the defense. Also frequent and 
important conferences with Captain Simard and Colonel Shannon.  * * *

     One addition during this time which did much to make our infrequent 
periods of rest more peaceful was the arrival of Marine Gunner Charles F. 
Finney, fresh from radar school in the United States and Canada. He 
immediately took over our radar station and did a magnificent job of preparing 
it and its personnel for the defense. All hands were very much 
radar-conscious, and Finney's fine work in that department paid large 
dividends before, during, and after the attack.

     During this period (approximately 1 to 31 May), my administrative staff 
was greatly strengthened by the arrival of First Lieutenant Charles F. 
Hurlbut, a veteran of World War I, as Group Adjutant; Lt. (jg) Joseph 
O'Connell, (MC) USN; Lt. (jg) Raymond L. Cullen, (DC), USN; Marine Gunner 
William L. Staph, Quartermaster Clerk Willis R. Lucius, and enlisted personnel 
for Group Headquarters in the categaries of clerical, supply, hospital, mess 
personnel, and radio operators. These additions lessened the burdens of the 
two squadrons, who prior to this time had been required to furnish a bare 
minimum to meet the requirements. 

     With the sailing of the U.S.S. KITTYHAWK, however, went my executive 
officer, Major L. B. Stedman, with no relief furnished. Major McCaul, already 
"out on his feet" from overwork and lack of adequate rest, took on the 
additional job of executive officer. I tried to lighten his burden as much as 
possible by performing some of the normal duties of this office myself, but 
neither Captain Burns nor I was in noticeably better condition for the same 
reason. Some few days prior to this Major J. K. Warner, Air Corps, AUS, was 
sent out from Army


Headquarters in Honolulu as a liaison officer. Not only did he do an 
outstanding job in that capacity, but before many days had passed we had 
practically made a Marine of him. Taking advantage of his capabilities and 
willingness, we assigned many tasks that would properly fall within the duties 
of an assistant executive and assistant operations officer. He was indeed a 
life-saver. Just as it seemed McCaul, Burns, and myself were completely 
exhausted (Major Warner had returned to Honolulu), Major Raymond C. Scollin, 
arrived by air on 2 June 1942. He was immediately handed enough work for six 
men, and I don't believe he touched his bunk until the night of 4 June, and 
then only for about three hours when I awakened him about 0400 to tell him   
that at about 0200 I had received a message that the Jap transports were about 
70 miles away and headed toward Midway, and that I thought it would be well   
to alert the reserves (ground crews of VMF-221 and VMSB-241). I never saw as 
sleepy a man wake up as quickly!

     So far nothing has been said about the work and performance of duty of 
the officers and men of the two squadrons, reinforced. The simple truth is 
that it beggars description, and to even attempt such description would 
require days and days and fill hundreds of typewritten pages. Some of the 
young pilots who came out with the SBD's and F4F3's the U. S. S. KITTYHAWK had 
not had as much as four hours' flying time since completing the final stag of 
flight training. They arrived on Midway on May, and on 4 June were called upon 
to face the cream of Japanese naval aviation. How they answered this call has 
been attested to by many more able than I.



                                  APPENDIX VI

                Dive-Bomber Pilot's Narrative, Battle of Midway

     The following individual narrative, submitted to the Historical Section 
by Major Allan H. Ringblom, then a second lieutenant and pilot in VMSB-241 
during the battle of Midway, is reprinted in entirety as a vivid 
personal-experience account of the attack by Major Norris's SB2U-3's on the 
HARUNA, 4 June 1942, and as an excellent picture of the hazards of aerial 
warfare for a young and relatively inexperienced pilot. Major Ringblom, who 
also served as war diarist of VMSB-241, was a member of the draft of nine new 
pilots who joined MAG-22, in late May 1942, within a few days prior to the 
enemy attack:

     Upon arrival, May 27, at the island, we were greeted by remarks 
indicating that we were just in time for the "party." These remarks didn't 
bother us; we had just left the States two weeks before. Next morning, May 28, 
at squadron briefing when Major Henderson also let us know that the Japs were 
overdue, we did a little more thinking on the matter.

     The "greenest" group ever assembled for combat included Second 
Lieutenants George Lumpkin, E. P. Thompson, George Koutdas, D. L. Cummings, A. 
H. Ringblom, Jack Cosley, Ken Campion, Orvin Ramlo, and James Marmande. None 
of us had ever flown the SB2U, so we immediately checked out with no more 
trouble than a couple of ground loops.

     Before the fateful day we all had made two or three hops with practice 
bombs--mighty little preparation for the job at hand. Gasoline was at a 
premium, and our planes were only allowed 190 gallons (which was suddenly 
raised to 230 gallons on 3 June). Plotting boards were also so rare that out 
of our flight of 12, only four had plots. This was mighty awkward to one who 
found himself on the attack with neither plot nor chart (and had only a few 
quick glances at a chart of the area including Midway, Kure and Pearl and 
Hermes reefs).

     On the morning of 4 June, after an 0200 reveille we were all at standby 
and had warmed up the planes. Around 0515 the radio message was received to go 
on attack. Confusion was the order then as I had just cut off the engine. By 
the time I had started again I thought that the order was changed. Finally a 
runner came by in a jeep and verified the attack order. By 0605 we were all in 
the air. Captain Prosser returned with a loose fuselage panel so I assumed his 
lead position in the second box. By the time we were rendezvoused, the Jap's 
attack had fired a fuel storage tank, which served as a guiding mark 
throughout the day and night.

     It was a quiet, uneventful trip to meet the enemy. Such young second 
lieutenants never realized their predicament. It became quite apparent, 
however, when we were intercepted at least 10 to 15 minutes before contact 
with fleet units. The amazing nonchalance of Zero pilots who did vertical 
rolls right through our formation was a good show--very good for us since more 
attention to business might easily have wiped out 11 of the slowest and most 
obsolete planes ever to be used in the war.

     With the interception at 13,000 feet, the clouds became our haven and 
Major Norris led us without loss to the target. He radioed instructions to 
dive straight ahead on to target, through the broken clouds. Upon breaking out 
at 2,000 feet, the major, being short of the target, a BB, straight ahead, 

whipped to the right onto a heavy cruiser. We all followed his lead. Even in 
the dive Major Norris gave instructions as to course home: 1400; time due 
0900. The AA was heavy  but to one so ignorant of its destructive powers-not 
too bothersome; just curious. I received identical holes, about 6 inches in 
diameter, in each aileron. I imagine the shells were incorrectly fused for our 
altitude at the moment and so passed through with little damage.


     On release at 400 feet, I pulled out right over the cruiser and was 
headed for the center of the fleet. One turn to join on two buddies at 240 
knots convinced me that was no place to circle; a Zero passed right behind as 
I whipped into a tight turn. Then, at course 140 degrees, I headed home, 
passing just behind a destroyer. I stayed below 50 feet for about 20 minutes, 
in a straight course, only luck making harmless the numerous passes made by 
the Zeros.  My gunner later told me he was too busy shooting to even inform me 
of the situation, and I was too scared and ignorant to turn around and look.

     Following the major's instructions, I flew a compass course of 140 
degrees, not bothering to compensate for wind, variation, nor compass. At the 
appointed time of 0900 I sighted a lagoon which I took to be Midway and let 
down, made my recognition approach and was greeted by fire from a PT. I 
immediately left the area and regained altitude to continue on course. (Woe 
was me! That was Kure reef, just 50 miles west of home.)

     The radio had failed, as radios were wont to do, so radio navigation was 
out of the questions (as was good sense in this instance).  By 1015, I had 
gathered that my navigation or Major Norris was wrong. I used good judgment 
then, for the first time in the day, and turned 180 degrees, figuring on 
finding that minute speck of land, about one hour behind me. As luck and poor 
navigation would have it, by 1100 I had sighted two lagoons in the offing and, 
mentally flipping a coin, chose the one to the right how right I was! Within 
10 miles of the reef I ran out of gas so I immediately set all tabs to glide 
at 90 knots and almost sat on my hands to resist lifting the nose to stretch 
my glide. I attempted to get the life raft loose to no avail. Then I found I 
could not replace the pins holding the bucket seat. So I was faced with a 
water landing in a loose seat. I chose to land right in front of a PT boat and 
all went so well that I even forgot to inflate my life jacket, the pick-up was 
made so readily. So by 1115 I was back on Eastern Island to be greeted by 
Captain Prosser, who said, "Well, never expected to see you again." --Hell. 
neither did I.  * * *"



                                  APPENDIX VII

  Staff and Command List, Marine Corps Units Participating in Battle of Midway

Senior Marine officer present -------------------- Col. Harold D. Shannon.

                       6TH DEFENSE BATTALION (REINFORCED)

Commanding Officer ------------------------------- Col. Harold D. Shannon.
Commanding Officer, Eastern Island Group --------- Maj. William W. Benson.<1>
Bn-1 --------------------------------------------- Capt. William P. Spencer.
Bn-2, 3 ------------------------------------------ Capt. Robert C. McGlashan.
Bn-4 --------------------------------------------- QM Clerk Avard W. Ostrom.
Munitions Officer -------------------------------- Second Lt. Dorn E. Arnold.
Surgeon ------------------------------------------ Lt. Comdr. Robert A. Cooper
                                                    (MC), USN.

                            SeaCoast Artillery Group

Commanding Officer ------------------------------- Lt. Col. Lewis A. Hohn.
Commanding Officer, Battery A -------------------- Maj. Loren S. Fraser.
Commanding Officer, Battery B -------------------- Capt. Rodney M. Handley.
Commanding Officer, Battery C -------------------- Capt. Donald N. Otis.
Commanding Officer, Sand Island 7-inch Battery --- Capt. Ralph A. Collins, Jr.
Commanding Officer, Eastern Island 7-inch Battery- Capt. Harold R. Warner, Jr.
Commanding Officer, Sand Island 3-inch Navy
  Battery ---------------------------------------- Capt. Jay H. Augustin.
Commanding Officer, Eastern Island 3-inch Navy
  Battery ---------------------------------------- Capt. William R. Dorr, Jr.

                           3-inch Antiaircraft Group

Commanding Officer ------------------------------- Maj. Charles T. Tingle.
Commanding Officer, Battery D -------------------- Capt. Jean H. Buckner.
Commanding Officer, Battery E -------------------- Maj. Hoyt McMillan.
Commanding Officer, Battery F -------------------- Capt. David W. Silvey.

                             Special Weapons Group

Commanding Officer ------------------------------- Capt. Robert E. Hommel.
Commanding Officer, Battery H -------------------- Maj. William E. Boles.
Commanding Officer, Battery I -------------------- Capt. Edwin A. Law.

                            Searchlight Battery (G)

Commanding Officer ------------------------------- Capt. Alfred L. Booth.


                3-inch Antiaircraft Group, 3d Defense Battalion

Commanding Officer ------------------------------- Maj. Chandler W. Johnson.
Commanding Officer, Battery D -------------------- Maj. William S. McCormick.
Commanding Officer, Battery E -------------------- Maj. James S. O'Halloran.
Commanding Officer, Battery F -------------------- First Lt. Arnold D. Swartz.

                   Separate Batteries, 3d Defense Battalion

Commanding Officer, Battery K (37-mm.) ----------- Capt. Ronald K. Miller.
Commanding Officer, Battery L (40/20-mm.) -------- Capt. Charles J. Seibert,

                         2d Raider Battalion Detachment

Commanding Officer ------------------------------- Capt. Donald H. Hastie.
Commanding Officer, Company C -------------------- Capt. Donald H. Hastic.
Commanding Officer, Company D -------------------- First Lt. John Apergis.

                          Provisional Marine Companies

Commanding Officer, 22d Provisional Marine
  Company ---------------------------------------- First Lt. Thomas E. Clarke.
Commanding Officer, 23d Provisional Marine
  Company ---------------------------------------- Capt. Boyd O. Whitney.

                              MARINE AIR GROUP 22

Commanding Officer ------------------------------- Lt. Col. Ira E. Kimes.
Executive Officer  ------------------------------- Maj. Verne J. McCaul.
Operations Officer ------------------------------- Maj. Alexander G. Bunker.
Communications Officer --------------------------- Capt. Robert R. Burns.

                          Marine Fighting Squadron 221

Commanding Officer ------------------------------ Maj. Floyd B. Parks.<1>
                                                  Capt. Kirk Armistead. 
Executive Officer ------------------------------- Capt. William C. Humberd.

                       Marine Scout-Bombing Squadron 241

Commanding Officer ------------------------------ Maj. Lofton R. Henderson.<1>
                                                  Maj. Benjamin W. Norris.<1>
Executive Officer ------------------------------- Capt. Marshall A. Tyler.
                                                  Capt. Marshall A. Tyler.

     <1> Killed or missing in action, battle of Midway.


These items and much more can be found at The Marine Corps Research Center (MCRC)

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