Title Graphic



16th May to 19th May, 1940

News from the French front continued to grow hourly more disquieting. If the penetration of the Meuse front led to further withdrawal of the French First Army our troops on the Dyle would be left in a dangerous salient on either side of Louvain. At five o'clock on the morning of the 16th Lord Gort therefore sent Major-General T. R. Eastwood to Caudry to learn General Billotte's intentions. There he was shown orders which the French commander was preparing to issue that day directing the withdrawal of the First Army, the British Expeditionary Force, and the Belgian Army to the line of the Escaut.[1] The movement was to be so carried out that on successive nights the following lines would be held:

Night of 16th/17th Charleroi–Brussels–Willebroeck Canal (known to the British Army as the line of the Senne).
Night of 17th/18th Maubeuge–Mons–Ath–River Dendre to Termonde—thence the line of River Escaut to Antwerp and the sea (known to the British Army as the Dendre line).
Night of 18th/19th The frontier defences to Maulde—the line of River Escaut to Ghent—thence the canal to Terneuzen (known to the British Army as the Escaut line).

The major portion of the French Seventh Army (on the British left) was to be moved south. General Eastwood further ascertained from General Billotte that the brigade of the 48th Division on loan to the French First Army was to be returned at once; that it was the intention to fight during the day on the 'lines' laid down and retire at night; that there was no present intention of retiring beyond the line of the Escaut; and that General Billotte's headquarters would move to Douai that afternoon.

General Eastwood lost on time in informing Lord Gort and the latter proceeded at once to issue a warning order: the British Expeditionary Force would retire that night to the line Charleroi–Brussels–Willebroeck Canal, i.e. the Senne line. At eleven o'clock that morning he held a conference at I Corps Headquarters at which he described the situation and the plan of retirement,[2] Major-General Needham, head of the British Military Mission at Belgian Army


Headquarters, attended the conference and left to report the decisions taken to the Belgian Command. On his way he was seriously hurt in a car accident and some time elapsed before either British or Belgian Headquarters was informed of the accident. Only then did Belgian Headquarters learn of the steps being taken by the British Expeditionary Force that night in compliance with General Billotte's order to withdraw.

When shortly afterwards orders to retire became known at the British front, the soldiery were puzzled and disappointed. Less than a week before they had advanced nearly sixty miles to meet the enemy. They had met him on the Dyle and had so far defeated his attempts to break their line. They were in great heart and full of confidence. And now they were to retire! To tell them that miles away to the south the French front had broken did not seem to them a sufficient explanation. John Buchan's description of the men of the old Army was still largely true of British soldiers and its truth was to become more and more apparent in the days which followed. 'They generally took a dark view of the immediate prospect; therefore they were never seriously depressed. They had an unshakable confidence in the ultimate issue; therefore they never thought it worth mentioning.They were always slightly puzzled; therefore they could never be completely at a loss; for the man who insists on having the next steps neatly outlined before he starts will be unnerved if he cannot see the way; whereas others will drive on cheerfully into the mist, because they have been there before, and know that on the further side there is clear sky.'1

If the infantry facing the enemy across the Dyle could hardly be expected to appreciate the significance of what was happening on the Meuse, the gravity of the situation there was obvious enough to the higher command. Early on the 15th General Billotte had informed General Gamelin that 'the Ninth Army is in a critical situation: all its front is pushed back'.2 and had suggested that General Giraud was the man best fitted to 'revive this failing army'.3 Now that retirement to the Escaut was ordered, all but two divisions of General Giraud's French Seventh Army were being moved in rear of the British Expeditionary Force towards the gap in the south.

On this day (May the 16th) the French High Command made further urgent requests for additional air protection and both Lord Gort and Air Marshal Barratt strongly endorsed the demand for additional fighter squadrons.[3] The War Cabinet decided that the equivalent of four fighter squadrons should be sent immediately, and


eight flights left for France during that afternoon and the following morning. This decision had hardly been taken when the Prime Minister, on a visit to France, telegraphed urging that six more fighter squadrons should be sent. At this point the Air Staff advised that the limited number of airfields and servicing units in France made it undesirable to base further squadrons there, so it was agreed that six squadrons of Hurricanes should be concentrated in the south of England and should fly to France daily for operations over the battlefield. Thus the equivalent of ten extra squadrons for which the French had asked was operating from French or English bases by the 17th.[4]

Meanwhile the pace at which the advanced units of the German Army Group A were advancing brought its own embarrassments to the German Command. On May the 15th the Army Group A War Diary notes the growing vulnerability of their southern flank: '… the question has arisen for the first time as to whether it may not become necessary temporarily to halt the motorised forces on the Oise … the enemy is in no circumstances to be allowed to achieve any kind of success, even if it be only a local success, on the Aisne or later in the Laon region. This would have a more detrimental effect on operations as a whole than would a temporary slowing-down of our motorised forces'.4[5] And early on the 16th, after learning that troops of the 6th Armoured Division had by then reached Liart and Montcornet, Rundstedt issued orders by telephone that only advanced units of the Fourth and Twelfth Armies were to pass the line Beaumont–Hirson–Montcornet–Guignicourt, though bridgeheads over the Oise were to be seized between Guise and La Fère. The Aisne flank was to be covered as the armies closed up; and the Second Army was to be brought forward with all speed so that when it had made the southern flank more secure from French attack the front of the advance could be broadened.

Thus while General Billotte was ordering a retreat from the Dyle to the Escaut the German armies were closing up in preparation for a fresh advance. The bulk of the motorised units of the German Fourth Army and some of the infantry divisions reached the French frontier fortifications south-east of Maubeuge during the day, while the Twelfth Army, too, closed up to the line down for them.[7]  'Army Group Headquarters had no doubt', says the Army Group A War Diary, 'that if motorised formations were to continue their push in advance of the Twelfth Army they would probably be able to cross the Oise between Guise and La Fère without difficulty. Their commanding officers are convinced of this and would like to act accordingly, especially Generals Guderian and von Kleist. But looking


at operations as a whole the risk involved does not seem to be justified. The extended flank between La Fère and Rethel is too sensitive, especially in the Laon area. This southern flank is just an invitation for an enemy attack. … If the spearheads of the attack are temporarily halted it will be possible to effect a certain stiffening of the threatened flank within twenty-four hours.'5[8]

For the time being, therefore, Rundstedt ordered that the Sambre and the Oise should not be passed without his authorisation and when the Commander-in-Chief (Colonel-General von Brauchitsch) visited his headquarters during the day he endorsed Rundstedt's decision.[9]

Only at Louvain, which the enemy made further and equally unsuccessful attempts to capture, was the British front seriously tested on the 16th. Again the 3rd Division's Louvain sector was heavily and continuously shelled. Again it was on the 2nd Royal Ulster Rifles and the 1st Coldstream Guards that the main attack fell, though this time the Belgian troops on our left were also involved and were forced back. But again the British position was held intact till withdrawal to the Senne line began that night.[10]

The somewhat complicated movements of the following days, in which the Allied front was withdrawn successively to the Senne, the Dendre, and the Escaut, were a testing time for the troops. Frequent changes and the organisation of each new position gave them little opportunity for sleep or relaxation. Fortunately the enemy did not at first follow up very vigorously. Having failed to penetrate the Dyle front on May the 15th, Bock had ordered a 'prepared attack' for the 17th, designed to break through between Wavre and Louvain.[11] By then, however the British front had been withdrawn to the Senne, and for the most part without enemy interference, although Army Group B had given emphatic directions that the attacking forces were 'to follow up their thrust forthwith' if the enemy attempted to escape.[12] The Royal Engineers had a busy time and the effectiveness of their demolitions of bridges and river crossings as each line was evacuated helped considerably to delay the enemy's advance.

The general plan of withdrawal was for the two front-line brigades of each division to thin out and finally retire through the reserve line held by the third brigade. This rearguard withdrew later through a screen of cavalry, machine guns, anti-tank guns and sappers who in their turn fell back when the new position was firmly occupied. With a few minor exceptions all went according to plan. In one or two instances river bridges were destroyed before the last troops had crossed and some equipment could not be got away. There were some failures in transport arrangements which involved the infantry


in long marches. The 6th Brigade (2nd Division), who had been holding the Lasne position, marched forty miles in twenty-seven hours after having been in close contact with the enemy for thirty-six hours.[13] The Gunners too had a gruelling time, deploying their guns to cover one line after another, siting new positions, getting in and getting out again when the next move required it, and handicapped in all their moves by refugees fleeing to the west.

in accordance with General Billotte's order the line of the Charleroi–Willebroeck Canal (the Senne line) was held throughout the 17th and the only anxiety was caused by the position of the right and left wings of the British front.[14] The French First Army on the right were being heavily attacked towards the south wing of their frontage which ran back to the Sambre. The frontier defences south of Maubeuge were lost, while remnants of the Ninth Army tried, without much success, to reconstitute a line on the Sambre from Landrecies southwards. South of the gap made by the German breakthrough other French divisions were moving up to establish a defensive line on the Aisne–Somme, and it became evident to the enemy that defence rather than attack was the immediate French aim on their flank. Rundstedt decided that, this being so, it would be safe to make a further advance and he ordered Kleist to push forward 'strong advanced units' next day (the 18th) to the zone Cambrai–St Quentin while he closed his main force up to the Oise.[15] Brauchitsch, still anxious about the Aisne flank should be strengthened. And Hitler, who visited Rundstedt's headquarters, is reported in the Army Group War Diary as saying 'At the moment decision depends no so much on a rapid through to the Channel, as on the ability to secure as quickly as possibly an absolutely sound defence on the Aisne in the Laon area, and, later, on the Somme; the motorised forces at present employed there [i.e. on flank protection] will thus be made available for such a thrust. All measures taken must be based on this even if it involves temporary delay of the advance to the west.'6[16] But he approved the arrangements which Rundstedt had already made to this end, and gave no fresh instructions. The order that Kleist should push forward to Cambrai and St Quentin on the 18th remained unmodified.

British General Headquarters did not of course know of these German moves, indeed they knew very little about what was happening on the French front. Throughout the campaign, information of what was happening to the French was scanty, vague, and often inaccurate. All that was known at this date was that the gap in the French front was growing bigger and the German penetration


deeper. General Headquarters had no information that any effective steps were being taken by the French to close the gap. The area in which the break occurred was quite outside the area of Lord Gort's responsibility, which was defined anew in an order issued on this day by General Georges.[17] This order described the southern boundary of the territory to be held by the British Expeditionary Force as running back from Maulde on the Escaut through Orchies, Raches and Henin-Lietard (five miles east of Lens). Arras, with British Headquarters still there, was thus outside the zone of British responsibility—a fact which did not deter Lord Gort from continuing to hold it.

I Corps, under the command of Lieutenant-General M. G. H. Barker, on the British right was in touch with the French First Army's III Corps and knew the position they held; all beyond that was confusion and uncertainty. It was clear, however, that the French First Army was involved in severe fighting with the northern wing of the German armoured advance and as this fighting progressed westwards the danger to the British right flank increased. To meet this, a scratch force was formed under Major-General F. N. Mason MacFarlane, Director of Military Intelligence at General Headquarters. It consisted of a brigade of infantry (127th) from the 42nd Division; two field regiments of artillery and an anti-tank battery; the Hopkinson Mission; with engineers, signals and elements of the Royal Army Medical Corps and the Royal Army Service Corps. The 1st Army Tank Brigade was to join the force later. This mixed force was 'to protected the right rear of the B.E.F.' In particular it was to deny the crossings of the Scarpe from Raches to St Amand, a distance of some fifteen miles. It was known as 'Macforce'.[18]

The necessity for this step may perhaps be questioned and in the progress of events it proved to be a measure of insurance against a risk which did not materialise. At the time Lord Gort feared that the French First Army might fail to prevent the German armour from curling round his right flank, but as things turned out the First Army never gave way and they were always between Macforce and the enemy. It might have been better if the 42nd Division had not been weakened; almost certainly it would have been wiser not to take General Mason MacFarlane and a senior staff officer from the work of intelligence at Command Post. Had he remained in charge, Lord Gort might no so often have been without adequate information.

In parenthesis it may be stated that the poverty of intelligence, which was a persistent handicap at a time when it was important for commanders to be well informed, was largely due to a faulty organisation of Lord Gort's Headquarters' Staff when he formed his Command Post.[19] This is too technical a subject to be discussed fully here and though it affected other branches this one example is enough to illustrate its impact on operational efficiency. When Lord Gort


formed his Command Post and moved forward into Belgium he took with him General Mason MacFarlane and two staff officers from the Intelligence Branch at General Headquarters, which was left behind in Arras. Thereafter information received direct at General Headquarters often failed to pass from the Intelligence staff at the Command Post to formations at the front line in time to be of use to them, while much of the information which divisions at the front sent into the Command Post was never passed back to General Headquarters. Depletion of the Intelligence Staff at the Command Post when Macforce was formed aggravated the difficulty (which had already been experienced) of coordinating information received there with that received by the Intelligence Staff at General Headquarters. It was the same in varying degree with other branches. The distribution of responsibility between General Headquarters and the Command Post was not well planned, and the difficulty of maintaining an adequate system of communications when the Command Post was compelled by the course of events to make frequent moves accentuated errors of organisation.

Two further steps were taken on May the 17th in consequence of the threat to British communications and rearward areas. First, General Headquarters at Arras organised a garrison for the defence of the city under the command of Lieutenant-Colonel F. A. V. Copland-Griffiths, Welsh Guards.[20] This garrison consisted at first of the 1st Welsh Guards (less one company which was on duty at Lord Gort's Command Post); troops from the Royal Artillery Base Depot, manning eighteen field guns; searchlight and Royal Engineer units in the area; and personnel from the 2nd Light Armoured Reconnaissance Brigade Headquarters, who formed a squadron of armoured fighting vehicles drawn from an ordnance depot which were familiarly known as 'Cook's Light Tanks'.

Secondly, orders were issued for the employment of three Territorial divisions which had been working on lines of communication—the 12th, 23rd and 46th. The 12th was to concentrate in the neighbourhood of Amiens; the 23rd was to move to the Canal du Nord (on an order from General Georges); and the 46th was to move to Seclin. On the 18th the troops in the Arras area, namely the Arras garrison, the 23rd Division and one brigade (the 36th) of the 12th Division were grouped under the command of Major-General R. K. Petre and became known as 'Petreforce'.[21]

At the same time the Chief Engineer, Major-General R. P. Pakenham-Walsh, was ordered to organise in battalions all available engineers employed at General Headquarters and on the lines of communication, while the Provost-marshal, Colonel S. V. Kennedy, was to withdraw all available provost personnel and to concentrate them as a further reserve.[22] Finally all units of General Headquarters and


'X' Lines of Communications Sub-area (formed to deal with units left in rearward areas when the Allies advanced into Belgium) were to move north of the Orchies boundary line, and all branches of General Headquarters at Arras which could be spared were to move back to Boulogne. What remained of General Headquarters at Arras moved back to Hazebrouck on the following day—i.e. the 19th.

During the morning a suggestion had been mad that the move back to the Dendre, which according to General Billotte's plan was due to take palace in the coming night, 17th/18th, should be postponed for twenty-four hours. It reached Lord Gort's Command Post in a message brought by a liaison officer from General Georges; it reached Belgian Headquarters as an order from General Billotte. Both British and Belgian Commands regarded such a last-minute modification of the original plan as impracticable. Major-General Eastwood saw General Billotte on Lord Gort's behalf and the latter agreed that the original plan should be adhered to and the move to the Dendre take place in the coming night. Belgian Headquarters meanwhile informed Lord Gort that they also intended to adhere to the original programme.[23]

During the late afternoon a message was received from the British Mission at Belgian Headquarters saying that as the latter had only received late in the afternoon General Billotte's confirmatory order to move that night, there might now be some delay in completing the move.[24] They asked therefore that their flank might be protected while the move was in progress. This was promised and an order to provide flank protection was presumably issued to II Corps. But there is no note of its issue in Command Post records and no note of its receipt in II Corps records and at one point or another a costly mistake seems to have been made. A report sent from General Headquarters to the War Office that night says that both the British and the Belgian armies are withdrawing to the Dendre on the night of the 17th/18th and that a flank guard will be maintained for the Belgians as far forward as Assche until eight o'clock in the morning of the 18th[25] But the II Corps order for the formation of the flank guard says that the Belgians are not retiring from the Senne line till the night of the 18th/19th and that their open flank between the Senne and the Dendre will be guarded throughout the 18th.[26] No record exists to prove whether the Command Post or II Corps was initially responsible for this mis-statement of Belgian intentions, and the question is unimportant now. What is important is that the misrepresentation of fact contained in the II Corps order led to unfortunate consequences. For the Belgians did retire during the night, and by nine o'clock in the morning they were back at the Dendre–Escaut line on the British left. But the flank guard (acting on the information in II Corps order) believed the Belgians to be remaining all day on the Senne line, to be


on their left when in fact they were in the their rear; they tried (in accordance with the II Corps) to maintain their position instead of falling back at eight o'clock in the morning as the General Headquarters Report to the War Office had foreshadowed. They failed, naturally enough, to make contact with the Belgians (who were already behind them on the Dendre); and they were soon engulfed by the enemy forces who were pressing forward in pursuit with nothing to oppose their approach to the Dendre except the misinformed flank guard, now out in the blue.

The withdrawal during the night had not been easy, for north of Brussels the enemy were attacking at nightfall in an effort to capture the crossing Vilvorde and other crossings in the Belgian sector. The 10th and 11th Brigades (4th Division) had to fight hard to hold them off and only got away with difficulty in the early hours of the morning. The flank guard meanwhile had taken up a position a few miles back from the Senne, and when 4th Division troops were clear they moved to the country between Assche and Merchtem. The force consisted of the 2nd Light Armoured Reconnaissance Brigade, now comprising the 5th Inniskilling Dragoon Guards and the 15th/19th Hussars; the 32nd Army Field Regiment and the 14th Anti-Tank Regiment of the Royal Artillery; and a machine-gun battalion (the 4th Gordon Highlanders) with the 4th Division. At six o'clock in the morning, patrols sent to gain touch with the Belgians, who were wrongly expected to be on their left front, ran instead into German armoured cars moving west. Soon they found that the enemy were round and between them and their supporting artillery and machine guns. Fighting went on all morning and when orders to withdraw were issued at noon they failed to reach some units for several hours. By then those units were surrounded. When those who were able to extricate themselves reached the Dendre they found the enemy already there and some of the bridges they had relied on already blown and under attack. The 4th Gordons' casualties amounted to about the strength of a company. The 14th Anti-Tank Regiment lost seven guns. But the 15th/19th Hussars were reduced to one squadron, two tank troops, and two carrier troops—only about a fifth of their strength remained.[27]

Though the enemy had followed up closely to the new river-line, he made no serious attempt to cross it during the 18th. Our front was held by the following divisions from the right: 48th, 2nd, 1st and 3rd. The 4th and 5th were already moving to the Escaut; the divisions on the Dendre were due to move in the coming night (i.e. the night of the 18th/19th) but as there was insufficient transport to move the whole force simultaneously and as the marching brigades, who had already covered long distances, might be late, it was decided to leave strong rearguards on the Dendre till the morning of the 19th.[28]


The 5th Division was to go into G.H.Q. reserve near Seclin.

About midnight General Billotte visited Lord Gort's headquarters and gave him an account of the overall situation as he saw it.

He also told me of the measures which were being taken to restore the situation on the front of the French 9th Army, though clearly he had little hope that they would be effective. Reports from the liaison officers with French formations were likewise not encouraging; in particular I was unable to verify that the French had enough reserves at their disposal south of the gap to enable them to stage counter-attacks sufficiently strong to warrant the expectation that the gap would be closed.7

What if the gap could not be closed?

Looking ahead Lord Gort saw only two alternatives. Unless the gap could be closed the Allied forces in the north must either withdraw to the line of the Somme or to the coast. With ten armoured divisions operating on their flank they clearly could not maintain their present position. General Billotte had given him no reason to hope that the gap could be closed. It remained, then to consider the alternatives of withdrawal to the Somme or to the sea. The former had the obvious advantage that the British Expeditionary Force would be falling back on their lines of communication and would keep touch with the French; it would have the disadvantage that the Belgian Army would have to abandon either Belgian soil or its association with the Allies. On the other hand withdrawal to the sea followed by evacuation meant, if it succeeded, withdrawal from the scene of operations at a time when France would be in dire need of all possible support. In either case valuable stores would be lost, and in the case of evacuation much of our armament and equipment must be lost too.

General Billotte had shown a situation map on which nine, or probably ten, German armoured divisions were marked as operating in the gap to the south. Leading elements had that day approached Cambrai and reached Peronne, and there were now no French troops between them and the sea. They were but twenty miles from Arras and only thirty from Amiens. If it seemed unlikely that the gap could be closed, it seemed equally improbable that the British Expeditionary Force could now retire to the Somme with this strong armoured force on its flank. Thus, of the alternatives, withdrawal northwards to the sea alone seemed feasible. 'It was therefore only prudent to consider what the adoption of such a plan might entail.'


River Dyle
River Dyle, about five miles south of Louvain, looking north-east towards high ground occupied by the enemy
River Dendre
The Dendre about two miles north of Ath, looking south
River Escaut
The Escaut, between Bruyelle and Tournai, looking north
Canal Line
The Canal Line near Givenchy, looking east

On the 19th therefore, Lord Gort's Chief of Staff telephoned to the Director of Military Operations and Plans at the War Office and discussed the situation with him.[29]

Meanwhile the withdrawal to the Escaut had begun during the 18th and continued during the early hours of the 19th while the rearguards were falling back in daylight. The move was not effected without difficulties, for the enemy were now pressing forward more vigorously. Some of the retiring columns were repeatedly bombed from the air, but casualties were not serious. Some, notably the 48th Division,. had had much marching and counter-marching in the past few days and were badly in need of rest. But on this occasion the enemy followed up so quickly that by four o'clock in the afternoon German troops not only reached but got across the Escaut at one point of the divisional front and the 1st Buckinghamshire had to counter-attack to drive them back over the river. The rearguard of the 1st Division (the 3rd Brigade) was attacked and nearly surrounded on its way back, but got away in time with the assistance of the 13th/18th Hussars and guns of the 19th Field Regiment.[30] During the day the enemy made contact along the whole front, and in the northern sector German artillery began quickly to register our positions. Audenarde was also heavily bombed and it looked as though a serious attack was impending there.

By midnight on the 19th/20th the withdrawal was completed and various adjustments ordered so that finally by the early morning of May the 21st the front would be held as shown on the adjoining diagrams. Seven divisions would be holding a thirty-mile front. On an average each battalion in a forward position was to be responsible for something like a mile of winding river-bank. The artillery dispositions are also shown diagrammatically. (See also sketch map on page 122.)

Company and platoon positions were so sited as to give mutual support and were organised for all-round defence, but it was impossible to keep every yard of the river under constant observation and there were inevitably places where an enterprising enemy could cross and penetrate undetected for some little distance without great difficulty, especially in darkness or in early-morning mist.

The Escaut is a considerable military obstacle, as can be seen from the picture facing this page. As a stop to infantry its value was the time reduced by a fall of several feet in the water level owing partly to a long spell of dry weather (it had not rained since the fighting started) and partly to the closing of the sluices farther south. Except where the rive runs through towns it is bordered by low-lying meadow land, intersected by tree-lined boundaries and starred with woods and coppices. On the west or British side there is some slightly higher ground in the northern sector—a low ridge that runs


British Artillery Dispositions 21st May 1940

GHQ & Corps Troops Divisional Artillery & Attached Machine Guns
III Corps 56th Medium Regt
139th Army Field Regt
4th Medium Regt
58th Medium Regt
69th Medium Regt
32nd Army Field Regt
54th Lt. Anti-Aircraft Regt
44 Division 58 Field Regt
65th Field Regt
57th Field Regt
57th Anti-Tank Regt
8th Middlesex (MG)
4 Division 30th Field Regt
77th Field Regt
22nd Field Regt
14th Anti-Tank Regt
2nd R. Northumberland Fus (MG)
II Corps 2nd R. Horse Artillery
53rd Medium Regt
88th Army Field Regt
59th Medium Regt
2nd Medium Regt
53rd Lt. Anti-Aircraft Regt
3 Division 33rd Field Regt
76th Field Regt
7th Field Regt
20th Anti-Tank Regt
1st/7th Middlesex (MG)
2nd Middlesex (MG)
1 Division 2nd Field Regt
67th Field Regt
19th Field Regt
21st Anti-Tank Regt
4th Gordons (MG)
2nd Cheshire (MG)
III Corps 3rd Medium Regt
98th Army Field Regt
61st Medium Regt
140th Army Field Regt
115th Army Field Regt
5th Medium Regt
63rd Medium Regt
1st Medium Regt
1st Heavy Regt
52nd Lt. Anti-Aircraft Regt
42 Division 53rd Field Regt
27th Army Field Regt
56th Anti-Tank Regt
7th Cheshire (MG)
2 Division 16th Field Regt
99th Field Regt
10th Field Regt
13th Anti-Tank Regt
2nd Manchester (MG)
6th Argyll & Sutherland (MG)
48 Division 18th Field Regt
68th Field Regt
24th Field Regt
53rd Anti-Tank Regt
4th Cheshire (MG)


British Infantry Dispositions 21st May 1940

Divisional Reserve Front
III Corps 44 Division 133 Bde 4th R. Sussex
2nd R. Sussex
5th R. Sussex
132 Bde 5th R. West Kent
1st R. West Kent
4th R. West Kent
131 Bde 2nd Buffs
1st/5th Queen's
1st/6th Queen's
4 Division 12 Bde 6th Black Watch
1st S. Lancashire
2nd R. Fusiliers
11 Bde 5th Northamptons
1st E. Surrey
2nd Lancs Fusiliers
10 Bde 2nd D.C.L.I.
6th E. Surrey
2nd Beds & Herts
II Corps 3 Division 9 Bde 1st K.O.S.B.
2nd R. Ulster Rifles
2nd Lincolnshire
7 Gds Bde 2nd Grenadier Gds
1st Coldstream Gds
1st Grenadier Gds
8 Bde 4th R. Berkshire
2nd E. Yorkshire
1st Suffolk
1 Division 1 Gds Bde 2nd Hampshire
2nd Coldstream Gds
3rd Grenadier Gds
2 Bde 2nd N. Staffordshire
6th Gordons
1st Loyal Regt
3 Bde 1st Duke of Wellington's
2nd Foresters
1st K. Shropshire L.I.
I Corps 42 Division [Note:— 127 Bde
was with MacForce]
125 Bde 1st Border Regt
1st/5th Lancs Fusiliers
1st/6th Lancs Fusiliers
126 Bde 1st E. Lancashire
5th Border Regt
5th King's Own
2 Division 6 Bde 2nd Durham L.I.
1st R. Berkshire
1st R. Welch Fus.
4 Bde 2nd R. Norfolk
1st/8th Lancs Fusiliers
1st R. Scots
5 Bde 1st Camerons
2nd Dorsetshire
7th Worcestershire
48 Division 143 Bde 1st/7th Warwickshire
1st Oxford & Bucks L.I.
8th Warwickshire*
144 Bde 5th Gloucestershire
8th Worcestershire
2nd Warwickshire
145 Bde 2nd Gloucestershire
1st Buckinghamshire Bn
4th Oxford & Bucks L.I.

* Temporarily under command of 2 Division on the left front of the 5th Brigade


roughly parallel to the river—but apart from this the level, cultivated plans stretch westwards into France. To the east of the river two steep tree-clad hills rise suddenly from the plain—Mont St Aubert in the south and Bois de l'Enclus in the north. They enabled the enemy to overlook not only our forward position but all the ground behind it as far as the French frontier. Later in the war, from the woods which crown their summits, V-weapons were discharged on England.

During the first three days of the British withdrawal towards the Escaut—that is, on May the 16th, 17th and 18th—the bombers of the Advanced Air Striking Force were virtually out of action.[31] The movement of squadrons from the more northerly airfields which were threatened by the enemy's advance demonstrated very clearly how dangerous was the absence of adequate transport, for there were some confusion and delays which might have had disastrous consequences had the German armoured columns struck southwards across the Aisne. As it was, the moves were accomplished only by the help of 200 vehicles borrowed from the French air Force; and the transference of accumulated bomb-stocks, ammunition and other stores and equipment was not completed until the end of the month, as the available transport had to make repeated journeys to get these away.

While the moves were in progress it was decided to reorganise the Advanced Air Striking force. Casualties had greatly reduces its effective strength, for two squadrons had each only two serviceable aircraft left, a third had but seven, and a fourth nine. The original ten squadrons were therefore now reduced to six. Two Blenheim squadrons went home to refit; nine serviceable aircraft were sent to reinforce the depleted Blenheim squadrons of the Air Component; and No. 71 Wing as an operational formation was eliminated.[32] The smaller force as reorganised was at least fully mobile.

Reconnaissance by day and the night bombing of targets in German by heavy bombers from England were continued; and the fighters were as busy as ever, though the loss of Air Component records of these days makes it impossible to note their actions in detail. On the whole losses were rather less serious.

The progress of the enemy towards Cambrai and Arras led to further moves. On May the 19th the Air Component moved back its Advanced Headquarters to Hazebrouck; Rear Headquarters had already gone to Boulogne.[33] A number of its squadrons also moved away from the path of the German advance. These various moves and the fact that communications were beginning to fail, greatly increased the difficulty of operational control. Organised reconnaissance was hard to arrange and reports difficult to coordinate; and pilots were often puzzled to determine whether the moving columns


observed were retiring French or advancing Germans. Thus for one reason or another 'collaboration bombing' over the battlefield was much reduced on these most critical days. On May the 19th, for instance, early reconnaissance revealed a large armoured force moving towards Arras, but there were no bombers available at the time and the enemy moved on unmolested. And during that afternoon a considerable part of the Air Component was withdrawn to operate in future from English bases. The remaining squadrons were concentrated on two airfields at Merville and Norrent Fontes, where they were safer and easier to operation, though they were there divorced from their normal sources of information. In fact if not in name the Air Component ceased to be under Air Marshall Barratt's effective command. From now on it came progressively under the general control of the Air Ministry.

Ten days' experience had finally convinced the Air Staff at home that, even if all our air forces were concentrated on collaboration with the Allied armies, the effect on land operations could only be limited, local and temporary, and that only if we could incite the German Air Force to run their attack on Great Britain could we fight them effectively and relieve pressure on the armies in the field. Accordingly they decided, firstly, that in view of the prohibitive wastage rates by day and the consequent diversion of fighters for escort duty, medium bombers should only be used for 'collaboration' tasks at night, and the only during favourable moon conditions; after agreement with the Admiralty they would be strengthened by aircraft from Coastal Command. Secondly, that during favourable moon conditions heavies should concentrate on attacking oil plants and railways; and thirdly, that both medium and heavy bombers should operate at maximum intensity during moonlight and thereafter be conserved till the next moonlight phase. But it was also agreed that this policy must be 'subject to collaboration requirements of the Commander-in-Chief of the British Air Forces in France, as agreed with the French High Command, being met in full'.[34]

However well grounded these decisions may appear, collaboration requirements of the French, urgent demands by Air Marshal Barratt, and the even more potent pressure of events quickly combined to negative their application. So far from all the weight of the heavies being used against German oil targets, they were henceforth to make a greater effort than eve to disrupt communications in rear of the German Army. So far from medium bombers being employed only at night, a proportion continued to operate by day and with the close escort which the Air Staff regarded as a wasteful misuse of our fighter strength.[35]

That night (the 19th) the 50th Division—less one brigade group—was ordered to concentrate on the Vimy Ridge north of Arras and to


prepare for offensive action. The 5th Division had already moved to Seclin in G.H.Q. reserve.[36]

For in the south the leading German armour had by now reached the Canal du Nord. They were only fifteen miles from Arras and only fifty from Abbeville and the sea,[37] The British Expeditionary Force was outflanked and the sensitive lines of communication on which its life depended stretched out, practically undefended, across the path of the German armour.


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1 Buchan: The King's Grace. Hodder and Stoughton, 1935, p. 146.

2 Général G. Roton: Années Cruciales. Charles-Lavauzelle, Paris, 1947 (hereafter referred to as Roton), p. 174. See Appendix II, p. 377.

3 Ibid.

4 See Appendix II, p. 377.

5 See Appendix II, p. 377.

6 See Appendix II, p. 377.

7 Lord Gort's Despatches. Supplement to The London Gazette, 17th October, 1941, p. 5915.

Transcribed and formatted for HTML by David Newton, HyperWar Foundation