The essentials of the action of the 24th were simple. The opposing forces made air contact at about the same time. Our planes attacked the Japanese not long after their aircraft had dive bombed us. In terms of ships as well as planes we inflicted far more damage than we received. Most pronounced was our ability to destroy enemy planes, whether in air combat or by antiaircraft fire. Air losses decided the issue, and the Japanese, all but stripped of carrier aircraft support, broke off the fight although their powerful surface force was still largely intact. However, in detail the story of the battle presents difficulties of narration because of the many overlapping phases. In an effort to present a clear picture, each major phase has been told below in its entirety.


Task Force FOX had pursued a northerly course during the night of the 23d, the two carrier groups proceeding together tactically but actually separated by about 5 miles. (The course made good between 1200 on the 23d and 1200 on the 24th was 347°T.)

Our position at 0800 on the 24th was approximately latitude 09°06' S., longitude 162°51' E. (east of Malaita Island). The weather cleared to a marked degree during the early forenoon, making operating and flying conditions excellent. However, the wind was from the southeast, and later in the morning, when it became evident from enemy submarine and plane contacts that the Japanese were aware of our position, frequent turns into the wind by our carriers to launch or retrieve planes considerably delayed our efforts to close the enemy to the northward.

Air Search and Patrol

Enterprise planes again made the dawn search, 20 SBD's taking off at 0630 to cover a sector from 290° to 070° T., to a distance of 200 miles. No contacts were made and all planes returned at 1050. However, at 1105 Lieut. Roger B. Woodhull, flying intermediate air patrol, sighted and unsuccessfully attacked a Japanese submarine in latitude 09°21' S., longitude 163°35' E., on course 180°.

In the meantime, the Enterprise had picked up a report from COMAIRSOPAC that one of his planes at 0935 had sighted a Japanese force consisting of one carrier, two heavy cruisers, and one destroyer in latitude 04°40' S., longitude 161°15' E., on course 180°, north of Malaita. This report was received at 1017. The enemy's 0935 position placed him 281 miles from Task Force FOX, bearing 343° At 1158 the Saratoga intercepted a second report on the same enemy formation transmitted by another of COMAIRSOPAC's planes.

Not satisfied with available information, Admiral Fletcher at 1210 ordered the Enterprise to conduct another air search and informed Admiral Kinkaid that the Saratoga striking group was being held in readiness pending receipt of more definite word concerning the enemy.

Our 1315 position was latitude 08°56' S., longitude 163°03' E., and at this point the Enterprise launched a 23-plane search to cover sector 270° to 090° to a distance of 250 miles. These aircraft, which remained airborne until after the enemy planes had attacked our force, made the following contacts:


  1. At 1440 a small carrier, believed to be the Ryujo, a heavy cruiser, and three destroyers bearing 317° T., distance 198 miles from our force. Word of this contact did not reach the Enterprise until 1548. The delay was attributed to the fact that fighter direction was using the same general frequency employed by the scout planes, which could have drowned out the contact reports, and to the existence of local interference which developed when the carrier was operating at high speed.

  2. At 1500 two large carriers, four heavy cruisers, six light cruisers, and at least eight destroyers bearing 340° T., distance 198 miles from our force. No contact report was received by the Enterprise and the existence of the Japanese force was not known until the scout plane which made it returned aboard about 1840. The two large carriers were believed to be Shokaku and Zuikaku.

  3. At 1510 three heavy cruisers, three to five destroyers, with other ships, possibly cruisers, bearing 347° T., distance 225 miles from our force. This report was received promptly.

On the basis of these contacts, the enemy formation was spread out through an arc 60 to 80 miles wide, centered at about longitude 162° E., steering south.

Several of the Enterprise search planes attacked enemy ships after making contacts. Lieut. Ray Davis and Ens. Robert C. Shaw of Bombing Squadron SIX each dropped a 500-pound bomb at either the Shokaku or Zuikaku. Lieut. Davis' bomb hit about 5 feet off the starboard side, abaft amidships, and Ens. Shaw's some 20 feet off the starboard quarter. Both pilots dived through heavy antiaircraft fire from the carrier and screening ships. There were about 20 planes on the carrier's deck and 7 or 8 in the air. One Zero started a run on our planes, but was shot down by the fire of one of his own cruisers.

Lieut. George T. Howe, Jr., and Ens. Robert D. Gibson, also of VB-6, dive bombed the largest cruiser in the enemy formation which included no carrier. Each released a 500-pound bomb, one being a near-hit off the starboard quarter and the other off the port bow.

Lt. Comdr. Charles M. Jett, commander of Torpedo Squadron THREE, and his wing man, Ens. Robert J. Bye, made horizontal bombing runs on the Ryujo, dropping four 500-pound bombs about 150 feet astern of the enemy carrier. They encountered no enemy planes, observing only four or five on Ryujo's deck.


Lieut. John N. Myers and Machinist H. L. Corl also of VT-3, were attacked by Zeros while maneuvering to bomb the Ryujo, and Corl was shot down.4

Several of our scouts exchanged shots with enemy planes which were returning from their attack on our Force. Four were forced down, the pilots and crews of three being rescued by destroyers. The fourth plane landed on Stewart Island, and its pilot and crew also were saved.

The scouts returned about 1715 and had to remain in the air until the Japanese planes attacking our force were beaten off. They were warned by radio to stand clear of the Enterprise, but several pilots did not receive the message and consequently found themselves in the thick of the fight. It was felt generally that the Japanese attack group followed our returning search planes back to the fleet.

The "Saratoga" Attack Group

The Saratoga attack group, which had been held in readiness pending the outcome of the second Enterprise search flight, was launched at 1435 with the Ryujo as its objective. The group originally consisted of 30 dive bombers and 8 torpedo planes and was led by Comdr. Felt, the Air Group Commander. One bomber and 1 torpedo plane were forced back by mechanical difficulties. While en route with the remainder of the group, about 1440, Comdr. Felt intercepted a report from a friendly search plane stating that an enemy carrier, 1 heavy cruiser, and 2 destroyers had been sighted some 75 miles northeast of the position of the Ryujo as reported by the Enterprise planes.5

Comdr. Felt altered course to cover the sighting report intercepted from the search plane, but failed to make contact and altered his planes' course southwestward. At 1606 the Ryujo, a cruiser,6 and three destroyers were sighted in latitude 06°30' S., longitude 160°45' E., steering a southwesterly course at about 30 knots.

The weather in the enemy's vicinity was excellent, ceiling unlimited, visibility 20 miles with a light breeze from the southeast.


As Comdr. Felt approached, he ordered seven dive bombers and two torpedo planes to attack the cruiser and the remaining planes to concentrate on the carrier. The attack began at 1620. As our planes drew near, the Ryujo turned into the wind and launched one or two planes, but as soon as the first bomb fell she turned hard right and continued in a tight clockwise circle throughout the attack. As the bombing progressed, Comdr. Felt noted that the Ryujo was avoiding direct hits and ordered the planes previously detailed to the cruiser to desist from attacking her and join in the assault on the carrier.

Scouting Squadron THREE attacked first, diving, as did all planes, from about 14,000 feet from the northwest quadrant. Of fifteen 1,000-pound bombs, two were very near or hit the side of the Ryujo, six were near-hits, and the rest were wide of the mark. The squadron commander, Lt. Comdr. Louis J. Kirn, reported that the Ryujo was smoking heavily as a result of the near-hits. One rear seat man in the squadron witnessed the destruction of an enemy plane when it flew into the spout of water thrown up by one of our bombs.

There were seven or eight enemy planes near the Ryujo at a low altitude. These made ineffectual passes at our SBD's. Lieut. Fred J. Schroeder and his rear seat man shot down a torpedo plane about a mile from the formation.

Bombing Squadron THREE attacked next, obtaining three direct hits and several near-hits out of thirteen 1,000-pound bombs released. Pilots said the Ryujo's deck from amidships aft was smoking fiercely, with flames shooting out from the hangar deck. About four Nakajima type 97 dive bombers attempted to interfere. One was shot down by J. V. Godfrey, Aviation Radioman Third Class, a rear seat gunner.

Comdr. Felt made his dive just ahead of VB-3, scoring a hit on the flight deck just abaft and to the left of amidships.

The TBF's of Torpedo Squadron EIGHT attacked last, when the dive bombers had about completed their work. Three torpedo planes approached from the starboard bow and two from the port bow, gliding in at 200 knots and releasing from 200 feet altitude at an average range of 800 to 900 yards. Three preliminary "passes" were made because dense smoke from the bomb hits obscured the target. One certain and two possible torpedo hits were scored on the Ryujo, which was now fatally damaged. A torpedo which missed the carrier hit and blew up a destroyer.


In the meantime, the two torpedo planes which had just been ordered to attack the cruiser failed to receive the redirection to release at the Ryujo. These two planes, without support of any kind, and in the face of antiaircraft fire and the attacks of enemy fighters, pressed home their attacks and obtained a hit on the cruiser. The pilots, Ens. Corwin F. Morgan and Ens. Robert A. Divine, were warmly praised for their persistence. Both returned safely but Ens. Divine's plane was badly shot up.

The attack group rendezvoused and returned to base in two separate sections. At 1725 15 planes of VS-3 together with 3 of VB-3 sighted a group of 18 enemy bombers, 9 torpedo planes and 3 fighters in estimated latitude 07°45' S., longitude 162°10' E. The movements of this Japanese flight were later to cause us considerable anxiety.

At 1740 the same group encountered four Japanese dive bombers flying in the opposite direction, and altered their own course to pass beneath them. As the enemy went over, our free gunners brought their combined fire to bear, and shot down three aircraft and damaged the fourth.

They next sighted 3 enemy dive bombers at 1814, but the enemy fled as our planes turned toward them. These 18 planes landed aboard the Saratoga about 1845.

The second group of Saratoga aircraft--three from VS-3 and seven from VB-3--made contact on opposite course with four enemy dive bombers at 1730. Two of the enemy were shot down in flames by our SBD's.

All these planes but one, received by the Enterprise, landed on the Saratoga after sunset. Not a pilot, crewman, or plane of the Saratoga attack group was lost.

Guadalcanal attacked

Just as the Saratoga attack group was taking off, the carrier's radar detected a large group of unidentified planes bearing 350°, distance 112 miles. These planes faded off the screen at 103 miles on estimated course 220°, which would have brought them to Guadalcanal. The airfield there was attacked about an hour later (1540) by twin- and single- engine bombers of a carrier type, supported by land-type Zero fighters. This, plus the fact that the Ryujo's deck was all but empty when she was sighted by Enterprise search planes around 1440,7 makes it probable that Ryujo planes participated in the attack on Guadalcanal. Marine fighters


of VMF-223 shot down 5 twin-engine bombers, 5 single-engine bombers, and 11 Zeros, with the loss of 3 F4F's.

The Second Attack Group

While our first, or Saratoga, group was striking the Ryujo, the Enterprise held ready a small attack group made up of planes which were not employed in the search for enemy ships. This consisted of 11 SBD's, 7 TBF's, and 7 F4F's. The idea of sending these planes off to attack the Ryujo was considered earlier in the afternoon, but was abandoned in the face of approaching darkness, it being felt that our planes would not be able to return before nightfall. Later, however, the approach of enemy planes necessitated their launching, which was completed at 1708 just before the Japanese attack group dived on our ships. When our aircraft were air-borne, all except the fighters were ordered to attack Ryujo. The bombers were given the alternative of landing on Guadalcanal if they considered it more expedient than trying to find their way back to the Enterprise.

At the same time as the Enterprise planes were sent off, the Saratoga launched her remaining SBD's and TBF's, two planes of VB-3 and five of VT-8. The Saratoga pilots had manned their planes only for the purpose of taxiing them forward. While this was being done, word was received of the impending enemy air attack, and the planes were ordered to clear the ship. When they were airborne they received orders to rendezvous with the Enterprise planes and combine to attack enemy ships in latitude 06°10' S., longitude 162°50' E. No information was received as to the target assigned to the Enterprise planes, and it was assumed that they had been given the same objective. However, the Saratoga planes did not make contact with the Enterprise planes, and proceeded alone. Arriving at the assigned position at 1755, they turned northwestward and at 1805 sighted an enemy formation consisting of four heavy cruisers, six light cruisers, and six to eight destroyers in latitude 06°10' S. longitude 162°20' E., on course 150°. The TBF's attacked through a heavy curtain of antiaircraft fire, obtaining a hit on one of the heavy cruisers. One pilot could not release his torpedo, probably due to failure to open the bomb bay doors. Two of the five planes did not return to the ship, the pilot and crew of one being located on the 28th safe on San Cristobal Island. The other plane presumably was shot down.


The two SBD's of the Saratoga group, having more altitude on the approach than the TBF's, sighted a battleship about 10 miles to the west of the large formation attacked by the torpedo planes. The battleship was believed to be the Mutsu. Diving through heavy antiaircraft fire, our planes obtained one direct hit and one possible hit or near-hit with 1,000-pound bombs.

The Enterprise planes, meanwhile, did not find the Ryujo or any other Japanese ship. The torpedo planes were unable to rendezvous with the SBD's, and after searching for the enemy until after dark at 1900, headed home. Previously one TBF had been forced back because of a landing gear failure. Of the remaining five, one crashed into the barrier while landing on the Enterprise and the other four landed safely on the Saratoga about 2200. They had jettisoned their torpedoes in order to lighten their planes for the return trip. The amount of gasoline with which the TBF's landed aboard varied between 4 and 40 gallons.

The free gunner of one TBF, C. L. Gibson, Aviation Radioman Third Class, was credited with shooting down an enemy dive bomber which attacked his plane shortly after it left the carrier.

The 11 SBD's, led by Lieut. Turner F. Caldwell, Jr., landed just after dark on Guadalcanal. These planes remained at Guadalcanal for several weeks, operating with the Marine Scouting Squadron, VMS-232.

The experience of Lt. Comdr. Maxwell F. Leslie, commander of the Enterprise air group, typified the difficulties which beset planes of the second attack group. Lt. Comdr. Leslie's plane was launched after the rest of the Enterprise aircraft were in the air. Hardly was his SBD airborne when the Japanese planes began their dives. His job being to lead the attack, Comdr. Leslie circled our formation endeavoring to rendezvous with his planes, but they already had departed. Of their departure without him he wrote, "This was a correct decision which was justified by their limited gasoline supply, approaching darkness8 and mutual plane support."

As he circled the formation Lt. Comdr. Leslie was fired on by the North Carolina, sustaining minor damage. He was also attacked by an enemy dive bomber which his rear gunner believed he shot down.

About 1850, while approaching the position in which he expected to find the enemy ships, Lt. Comdr. Leslie encountered broken clouds. Knowing that these would obscure the moon, which was full, he directed


all planes to attack and return at their discretion. As no answer was received, he assumed that his inter-plane transmitter was out of order.

At 1905 Lt. Comdr. Leslie heard a plane of VT-3 report being over the target and told the squadron to attack. It later developed that the VT-3 plane was over Roncador Reef, which in that light resembled several ships moving at high speed.

Lt. Comdr. Leslie landed aboard the Saratoga about 2333.

Air combat patrol

The Enterprise had been directed by Admiral Fletcher to "take over all duties on return of search planes," and consequently maintained inner air patrols for both carrier forces in addition to conducting the afternoon search. A message from the Admiral about 1630 specified that the Enterprise also should exercise fighter direction control. Lt. Comdr. Leonard J. Dow, assisted by Lieut. Henry A. Rowe, took over this task.

Besides the 8 or 10 SBD's available for intermediate air patrol, the two carriers had a combined strength of 54 fighters (F4F-4's).

Generally speaking, the SBD's on patrol when the Japanese air attack materialized flew out of range of our antiaircraft fire and waited until the action was over before returning to land. However, several of these planes took part in the air fighting. Ens. Howard R. Burnett, observing the direction of the enemy planes' dives, flew his SBD into the path of their retirement, and attacked several with his two fixed guns. At 1715 he shot down an Aichi type 99 dive bomber.

Four or more fighters from one or the other carrier were kept aloft after 1030. At 1100 Lieut. David C. Richardson, of the Saratoga's Fighting Squadron FIVE, was vectored out by the fighter director, and shot down a Japanese Sikorski-type S44 or S45 flying boat about 55 miles distant from our formation. This plane evidently had been shadowing our ships. A second flying boat "snooper" was destroyed by another VF-5 pilot, Lieut. Richard Gray, at 1320, only 8 miles from our formation. This plane was not identified as to type. An Enterprise pilot, Machinist D. C. Barnes of Fighting Squadron SIX, shot down a third Japanese observation plane within sighting distance of our force at about the same time. It was a single-float, single-engine aircraft.

The three "snoopers" were detected by radar, and radar also picked up the approaching Japanese attack group. At 1632 the fighter directors of both the Enterprise and Saratoga reported a large flight of unidentified planes bearing 320°, distance 88 miles. The echo of this flight faded from


the screen almost immediately, and was not picked up again until 17 minutes later. Altitude of the "bogeys" was estimated at 12,000 feet. The presence of enemy submarines and search planes near our Task Force made it almost certain that our presence was known to the Japanese, and an air attack was anticipated. Therefore Lt. Comdr. Dow requested that all available Saratoga fighters be launched, and all ships were notified by TBS and warning net of the position of the unidentified flight. Thereafter fighters landed for fuel or ammunition on whichever of our two carriers had her deck clear to receive them at the moment they required servicing.

The second radar contact, recorded by Lt. Comdr. Dow at 1634 was a smaller unidentified flight bearing 315°, distance 44 miles. Vectored out to intercept, two of our combat sections made contact, and reported that the "bogeys" were Enterprise planes returning from a search flight.

In the meantime, two Saratoga fighter sections were directed out on bearing 320° at sufficient altitude to intercept the large flight originally detected.

At 1649 the large unidentified flight reappeared on the radar screen bearing 320°, distance 44 miles. The altitude again was estimated at 12,000 feet. The warning to the Task Force was repeated.

At this time we had 38 fighters in the air; two sections having landed and five others having taken off since 1630. They were distributed as follows:

    Three sections over the carriers between 10,000 and 15,000 feet.
    Nine fighters bearing 325°, distance 40 miles, circling at 15,000 feet.
    Four sections en route to intercept the flight contacted at 1649.

At 1653 the Enterprise launched the seven fighters spotted with her small attack group, and these F4F's were ordered to circle overhead at 15,000 feet. Also, all fighters were told to be on the lookout for low-flying enemy torpedo planes, since a Saratoga plane had just reported "bandits" at 8,000 feet.

An Enterprise fighter made the first contact with the enemy attack group at 1655, bearing 300° at a distance of 33 miles from our formation. The pilot reported that there were 36 Japanese bombers at 12,000 feet, with many other planes both above and below them. By this time we had 53 fighters in the air, and all were informed of the contact. Very


soon afterward the fighter radio circuit became clogged with unessential transmissions such as "Look at that one go down," or "I'm in high blower, where are you, Bill?" This chatter, a distinct violation of radio discipline, so jammed the circuit that the fighter director received very little information, and he in turn was unable to disseminate what little he received. However, perceiving that several pilots were attacking Zeros, Lt. Comdr. Dow transmitted the general instruction that our fighters should concentrate on enemy dive bombers and torpedo planes rather than fighters.

At 1659, when the enemy flight was about 20-25 miles from our formation, it split into numerous smaller groups which came in from 300° to 000°.

Despite the fact that the enemy flight was tracked all the way in from 44 miles distant, allowing our planes 22 minutes in which to intercept, several dive bombers attacked effectively. The enemy's success was attributed to our poor radio discipline, which precluded satisfactory fighter direction, and to the interposition of enemy fighters between our fighters and his bombers.

CINCPAC's comment regarding the fighter direction was that while it was "not as effective as it should have been," it nevertheless was "distinctly superior at long range to any results achieved heretofore."

Not including "probables" or damaged planes, Fighting Squadron SIX shot down 12 Aichi type 99 dive bombers, 10 Zeros, 1 Me-109, and 3 Mitsubishi type 97 torpedo planes, a total of 26 aircraft. Fighting Squadron FIVE accounted for 14 dive bombers and 3 Zeros. Thus 439 aircraft of the enemy attack group were destroyed by our fighters. We lost 5 fighter pilots in action, 3 from the Saratoga and 2 from the Enterprise. While these figures are impressive, a post-action study of the operations of 38 VF-5 and VF-6 fighters which were attached to the Saratoga shows that the results could have been more satisfactory had more fighters been in a position to intercept the enemy prior to the commencement of his attack. According to this study, prepared by Lt. Comdr. Leroy C. Simpler, commanding officer of VF-5:

    Four pilots first engaged the enemy prior to his "push-over."
    Seven pilots first engaged at the push-over point or in the dive.
    Seven pilots first engaged during retirement.


    Twelve pilots were engaged by enemy fighters before they could attack his dive bombers or torpedo planes.
    Eight pilots never engaged at all.

Air attack on the Enterprise force

The enemy air attack group is believed to have consisted originally of about 75 planes--36 dive bombers, 12 torpedo planes, and 27 fighters. Although no proof is available, it is probable that these planes came from the Zuikaku and Shokaku. At any rate, all the enemy's torpedo planes were turned back or shot down, and about 6 of his dive bombers were destroyed before reaching the release point, so that approximately 30 dive bombers remained for our ships to contend with. For some reason, possibly because it was nearest in their line of flight, all enemy planes concentrated on the Enterprise group of vessels. The Saratoga force, about 8 miles away on the disengaged side, was not attacked.

There was ample warning of the approaching enemy planes. As already has been stated, the Japanese attack group first was picked up by radar 88 miles away, and was tracked continuously, during the last 22 minutes of its approach. However, probably because of the many planes in the air near our force, both enemy and friendly, it was not possible to track the Japanese aircraft with fire-control radar. The result was that fire was not opened until the Japanese planes had begun their dives.

Task Force FOX had gradually built up speed in expectation of an air attack, so that by the time it materialized our ships were making 27 knots. Both carrier forces were in circular antiaircraft disposition VICTOR ONE.10 In the case of the Enterprise group, the support distance was 2,000 yards for the cruisers, and 1,800 yards for the destroyers. The North Carolina was on station 2,500 yards off the carrier's port quarter. The course was 080° when the attack commenced, and thereafter varied widely, due to radical maneuvering. The Enterprise had been in Condition AFIRM and at general quarters since 1335.

Weather conditions in the vicinity of our ships were excellent. Ceiling and visibility were unlimited, one pilot reporting that he could see the force 8o miles distant. The wind was force two. The sun bore 285°. Our position was latitude 08°38' S., longitude 163°30' E. (east of the Stewart Islands).


The Enterprise radar lost track of the enemy group when it came within its minimum range, but, on the basis of previous tracking, radar plot reported at 1709 that "the enemy planes are directly overhead now!" In spite of this warning and the excellent visibility, the first plane was sighted after it already had entered its dive. Effective enemy plane camouflage and the fact that the first dives were made on the Enterprise from the port quarter, out of the sun, probably accounted for this belated visual contact. In the case of the Enterprise, the first plane was sighted at 12,000 feet by a 20-mm. battery officer. Although the target was well beyond effective range, he promptly opened fire with one gun, thus calling the ships' attention to the attacker and giving them a point of aim.

The Enterprise was the prime target, although the North Carolina was also singled out by several dive bombers. Planes dived at the carrier at intervals of about 7 seconds for a period of approximately 4 minutes, interrupted only by two short lulls of 20 or 30 seconds duration. All dives were steep--65 or 70 degrees--and were, to quote Capt Davis, "well executed and absolutely determined." Bombs were released at from 1,500 to 2,000 feet, and pull-outs were generally low.

The volume of our antiaircraft fire was tremendous. The 5-inch fire of the Enterprise and of the screening ships which could bring their batteries to bear was such that several planes broke off their attacks, and others were seen to emerge from bursts on fire. Three planes disintegrated as though directly hit. The 1.1-inch mounts and 20-mm. guns, used in local control, also were extremely effective. These small-caliber automatic weapons were particularly useful in destroying planes which completed their dives and attempted to retire after pulling out low over the formation. Although all ships' accounts differed in some respects, the following excerpts from the Grayson's report are illuminating:

"The first plane crossed from starboard to port, coming up on Grayson's starboard quarter at an altitude of about 300 feet, strafing as he passed. This fire slashed the canvas top to No.3 gun, and wounded several of the gun crew and adjacent 20-mm. crew. Grayson's after 20-mm. groups trained on the plane and poured in a well-directed, concentrated fire. It was almost impossible to miss. The plane staggered, then crashed close aboard on the port beam.

"The next three planes to get clear of Enterprise came along the starboard side of Grayson. The first of these was brought down by the North Carolina, whose volume of fire was so great that the ship appeared in flames


amidships. The second, passing at what appeared to be slow speed, provided a close target for Grayson's 20-mm. battery. This plane was hit repeatedly, and crashed about 100 yards on Grayson's port bow. The third plane, and the last to pass near the Grayson, was fired on only by one 20-mm. gun, for the others in the starboard battery were reloading or firing at distant targets. This plane flew into the terrific low-altitude barrage being laid by the North Carolina and Atlanta and was not seen thereafter."

At least 10 planes crashed near the Enterprise, and others flew away smoking heavily. Some of those which crashed had never pulled out of their dives. Two burning planes narrowly missed striking the carrier's flight deck.

The Enterprise sustained three direct hits and several close misses. Near the end of the third minute of the attack a near-hit barely cleared the flight deck on the port quarter, striking the water under the fantail. The resulting explosion under the overhang of the flight deck raised the deck about a foot, bulging the steel plates, and shattering the wooden deck. A gunner in a 20-mm. sponson projecting abaft the fantail was hurled up in the air and 15 feet across the flight deck, landing in another gun sponson on the port quarter. He was not seriously hurt. (CINCPAC's remark on this incident was that it was "one for Ripley.") A few seconds later, while many gunners were recovering from the shock and deluge of sea water thrown over the stern by this near-hit, a large bomb struck the forward starboard corner of the No.3 elevator on the flight deck, penetrating to the third deck before detonating. The explosion wrecked compartments for as much as 16 frames on the second and third decks, bulged and ruptured decks, started numerous fires, cut fragment holes in the side plating, and killed about 35 men.

All power failed on the after 5-inch guns as a result of the first bomb hit, and thereafter they had to be trained, elevated, and loaded by hand. This reduced the rate of fire by more than half.

Shortly after the first hit a second large bomb struck about 20 feet away, exploding in the No. 3 gun gallery. The blast set off ready powder, put both 5-inch guns out of commission and killed all men at the guns (about 38). The only members of the gun crews who escaped had just left their stations to assist in fighting fires started by the first bomb.

The third hit followed closely upon the other two. This bomb, apparently smaller than the others and of a low-order detonation, struck


the flight deck at frame 137 starboard just abaft the island structure. It exploded before completely penetrating the flight deck. Damage, other than the crippling of the No. 2 elevator, was not great.

Near-hits which caused appreciable damage exploded (1) under the port fantail, raising the port after corner of the flight deck about a foot, tearing loose all degaussing cables for a length of 30 feet, springing the third and fourth decks, and causing minor deflection of the side plating; (2) near frame 80, port side, resulting in numerous fragment holes above the water line, rupturing gasoline mains, one fire-main riser and one damage-control riser, damaging arresting wires No. 1 and 2 and the first barrier, and resulting subsequently in the grounding out of the starboard steering motor.

Fires started by the hits near the No. 3 elevator were stubborn, mainly because of the large quantities of inflammable materials in the aviation issue storeroom and the chief petty officers' quarters, which were affected.

The North Carolina, meanwhile, was also under attack. As the action began, the Enterprise had increased speed to 30 knots, and the battleship, unable to maintain station, gradually dropped astern. At the end of the engagement she was some 4,000 yards from the carrier.

An estimated 16 dive bombers, 12 level bombers, and 8 glide bombers or torpedo planes11 attacked the North Carolina. The first planes observed were diving on the Enterprise. These the battleship engaged with 1 group of 3 of her twin 5-inch 38 mounts. Two minutes later she was under dive-bombing attack herself. Without shifting her protective barrage from over the Enterprise, the North Carolina opened fire with 3 other 5-inch mounts on the planes attacking her. So heavy was her 5-inch and automatic-weapon fire that some aircraft turned away. Of those that persisted, only 3 were able to come through to a point where they could place their bombs dangerously close. Two bombs fell within 15 yards and the other within about 25 yards, knocking gunners down, shaking the ship, and deluging her decks with water, but causing no further damage. Most diving attacks were from about 20° to the right of the sun. During the dive bombing, low-flying planes appeared on the port quarter and later others in numerous directions at altitudes ranging from 50 to 5,000 feet. Some of these maneuvered in and out


at 6,000 to 10,000 yards. Others approached more directly as if for a torpedo attack. Still others glided in from 6,000 feet, leveling off at 50 to 100 feet.

At the height of the action the North Carolina had almost all her antiaircraft guns going, i.e., twenty 5-inch, four quadruple 1.1-inch mounts, forty 20-m.m. and twenty-six .50-caliber machine guns.

There were about 10 dive bombers in the first wave to attack the North Carolina. While these and the torpedo or glide bombers were drawing most of her fire, a second group of six dive bombers came in from the port quarter, opposed only by the after 20-m.m. guns, which got two of them. Four bombs fell within 150 yards of the ship. About the same time eight horizontal bombers passed over unobserved at 15,000 feet and dropped a salvo of heavy bombs between the North Carolina and the Enterprise. This salvo ended the attack, although for another several minutes planes flying low about the formation were fired on. Several of these planes proved to be friendly.

Assigning credit to ships for shooting down enemy aircraft proved difficult. Enterprise claimed 15, North Carolina 7, Portland 1, Atlanta none (this despite the excellent 5-inch barrage she maintained over the carrier), Balch 2, Benham none, Monssen 1, Ellet none, and Grayson 1. Undoubtedly overlapping existed in these claims, because all ships, except the North Carolina, which became separated, made it clear that more often than not planes at which they fired also were under fire of other ships of the formation. On the other hand, no "probables" or "possibles" were included in these claims.

Capt. Davis and other high-ranking officers present concluded that approximately 70 enemy planes were destroyed at the scene of the action. The fighters received credit for 43 planes of the Japanese attack group and three "snoopers." An SBD on inner air patrol was credited with one dive bomber. Another dive bomber was credited to a Saratoga TBF leaving the carrier on an attack mission. A dive bomber and a torpedo-plane were destroyed near the Ryujo by planes of our attack group, and these aircraft accounted for five additional dive bombers which they encountered while returning to the task force. On a mathematical basis, then, our antiaircraft fire would have to have brought down 15 planes to bring the total destroyed during the fleet action to 70. Whatever the case, very few Japanese pilots who participated in the attack on our ships got back to tell what happened.


The Retirement

When all our planes had returned or been given up for lost, Admiral Fletcher ordered a retirement to the south in order to refuel and to get the Enterprise started towards port and repairs.

The Grayson was detached at 1756 to search astern for planes which might land out of fuel in the water. As the destroyer proceeded north, she was passed by several of our aircraft returning from attack missions, but located no survivors. At 2030 she set course for a rendezvous with the main body.

The Wasp group, having completed fueling, was standing north to join the action, and it was Admiral Fletcher's original intent to return with the Saratoga group after refueling, join the Wasp group, and continue the action. (The two forces passed each other at about 0330 on the 25th.)

Enterprise damage control functioned extremely well, as did the medical department. Within an hour after the engagement the ship was steaming at 24 knots, landing aircraft. All fires were brought under control within 40 minutes, although the more stubborn ones kept recurring in clothing, bedding, and such material until about 0100 on the 25th. Seventy-four officers and men were killed outright. Of the 95 wounded, only 4 later died, and at no time did the doctors call upon the rest of the ship for aid. Officers and men of these departments demonstrated the results of exhaustive drill and training to meet just the sort of emergency which arose.

In spite of all precautions, a steering casualty which resulted indirectly from bomb damage could have led to the loss of the ship. The Enterprise was retiring at 24 knots with the rest of the Task Force when suddenly at 1850 her rudder moved from neutral to full right and jammed there. Capt. Davis immediately warned screening ships by whistle and backed his engines full. The turning carrier cleared the Balch by a small margin. An investigation disclosed that water and foamite used in fighting fires near the gun gallery had escaped down a severed ventilator trunk to the steering engine room, grounding out the control panels. Thirty-eight minutes were required to rig standby steering, and during this time the ship was kept moving at 10 knots to reduce the submarine hazard. Radar plot, meanwhile, had been reporting the movements of a large Japanese air attack group. CINCPAC considered that this was the same group of 18 dive bombers, 9 torpedo planes, and 3 fighters encoun-


tered by our returning attack group section at 1725 in latitude 07°45' S., longitude 162°10' E. Granting an error in the time of sighting as reported by our planes, it could very well have been the same group. In any case, the flight was first detected by radar at 1721 bearing 265° T., distance 50 miles, on a southerly course. It proceeded to a point bearing 185° T., distance 83 miles, then changed course to the west and again to the northwest at about 1857, fading from the screen at 70 miles, bearing 230° T. A different change of course could have brought the enemy planes to our Task Force about the time that the Enterprise suffered her steering casualty.

No interception was attempted because most of our fighters were low on either fuel or ammunition. The enemy planes were heard trying to home their carrier well after dark. Possibly some of them were lost.


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4 Although wounded, Delmer D. wiley, Radioman Third Class, Corl's rear seat gunner, managed to inflate his rubber boat, and after drifting alone for 15 days, reached a small island where he was befriended by natives. On April 11, 1943, 218 days after the action, Wiley returned to American-held Florida Island.

5 This sighting, and the fact that Army B-17's claimed hits on a small carrier in the same vicinity 4 hours after the Saratoga group had attacked and presumably sunk the Ryujo, made it appear likely that the Japanese had four aircraft carriers--two large and two small--in this area.

6 This ship was described as a heavy cruiser by several of the senior officers of Task Force FOX, as well as by CINCPAC, but the pilots of VT-8 who torpedoed her called her a light cruiser.

7 Enemy planes did not attack our force until 1711, which would mean that Ryujo planes would have had to have been air-borne nearly 3 hours before taking part in that action.

8 Sunset was at 1833.

9 See Appendix, page 77, for a tabulation of credited air victories.

10 In this position cruisers and destroyers form a circular screen around the aircraft carrier, the movements of which they follow, maintaining their distance and true bearing, though not their relative bearing, from the carrier.

11 There is no concrete evidence that enemy torpedo planes took part in the attack on the North Carolina, although several eye witnesses so described low-flying aircraft. Available reports indicate that several Japanese fighters or dive bombers faked torpedo runs on the ship to distract her gunners and draw their fire from planes which had not yet released their bombs.

Last updated: May 3, 2003

Transcribed and formatted by Jerry Holden for the HyperWar Foundation