FROM THE BEACHES of Normandy to the beaches of Saipan, events of mid-June, 1944, marked a time of extraordinary importance to Allied Forces in both hemispheres. The consolidation of beachheads in Normandy signified that the Allies had returned to France to stay, and the long push to Berlin was in the making. On the opposite side of the globe, the landings at Saipan on 15 June heralded, to Allies and Axis alike, the ultimate conclusion of the war in the Pacific.1

Normandy and Saipan were easily recognizable, even at the time, as events of major consequence to all the world. But also on 15 June 1944, although overshadowed by bold black headlines, some other events of considerable significance were taking place: General Douglas MacArthur, USA, Supreme Commander, Southwest Pacific Area, on that date reassumed control of an area that included most of the Solomon Islands west of Guadalcanal. At the same time, Admiral William F. Halsey, USN, who had held the dual title of Commander Third Fleet and Commander South Pacific (ComSoPac), was relieved of the latter duty by Vice Admiral John H. Newton, USN. Thus freed of area command, Halsey could return to sea with his fleet.

(For areas of responsibility of MacArthur, Halsey, and Nimitz, see Map 2.)

Technically, MacArthur had at no time relinquished strategic control of the Solomons west of Guadalcanal during U.S. operations back along the island chain. Actually, however, for reasons of military expediency, while MacArthur directed the operations in eastern New Guinea and because Halsey was already in operational command of the Guadalcanal area, the latter was also temporarily given control of the rest of the Solomons.2 With the change of command in SoPac on 15 June 1944, control of the area was restored to MacArthur, who immediately assumed control over the forces located there as well. (See Map 2.)

Organization of Far East Air Forces

With General MacArthur's reassumption of control over the Solomons west of the 159th meridian came many new administrative problems for the SWPA commander and his staff. The SWPA command was now augmented by a number of organizations that had previously been under SoPac control. These organizations included elements of the Thirteenth U.S. Army Air Force, the 1st Marine Aircraft Wing, and some New Zealand and U.S. Navy air units. Addition of these forces produced a new organization of the air units in MacArthur's domain.


Map 2
Area Commands
Pacific Theater

Lieutenant General George C. Kenney, USA, commanding air forces under MacArthur, had been holding a dual title. Kenney, who "had two hats," as he liked to call it, commanded both the Allied Air Forces, SWPA, and the Fifth U.S. Army Air Force. As Commander Allied Air Forces, SWPA, he exercised operational control of the Fifth Air Force, the Royal Australian Air Force Command and attached Netherlands East Indies units, and Aircraft Seventh Fleet. This Allied headquarters, originally heavily staffed with


Australian officers when it was organized in 1942, had become more and more of an American body as the Fifth Air Force had dwarfed the RAAF Command in size; by June 1944 the Allied Air Forces staff was also, with the exception of the Directorate of Intelligence, the staff of Rear Echelon, Fifth Air Force.3

Because of the dual nature of the Allied Air Force-Fifth U.S. Air Force command, the transfer of the Thirteenth U.S. Air Force and other American units, including the 1st Marine Aircraft Wing, to SWPA was additionally complicated. It was no longer feasible for Kenney's setup to continue, since it meant that the Rear Echelon, Fifth Air Force would be serving, in effect, as the supreme air headquarters in SWPA and thus controlling another American air force.4

A new organization was therefore created to exercise control of Fifth and Thirteenth Air Forces. This new command, designated U.S. Far East Air Forces (FEAF) was taken over by Kenney during the general administrative reshuffle of 15 June. Having created another hat to wear, he then passed one of the old ones to a subordinate. Kenney retained command of Allied Air Forces, SWPA, but turned over command of Fifth Air Force to Major General Ennis C. Whitehead, USA. (See Chart 1.)

Organization of FEAF took care of the administrative details of the Thirteenth Air Force, but still another arrangement appeared necessary to facilitate Allied Air Forces' control of Marine and Navy air units now in

Chart 1
Organization of Air Command
15 June 1944


MAJOR GENERAL RALPH J. MITCHELL, ComAirNorSols and commanding officer of the 1st Marine Aircraft Wing, made every effort to get the Wing a fighting assignment in the Philippines.

SWPA. Prior to the 15 June transfer of authority, intertheater conferences had covered this problem. During these conferences SoPac, utilizing the latitude permitted the Navy in the organization of task forces, established a new headquarters designated Aircraft Northern Solomons (AirNorSols) under Major General Ralph J. Mitchell, USMC, with headquarters at Torokina, Bougainville Island.

Mitchell, like Kenney, now wore two hats. Upon assuming the AirNorSols command, he simultaneously took over the 1st Marine Aircraft Wing (1st MAW), which became the controlling air unit of AirNorSols--a composite of Marine, Navy, New Zealand and Army Air Force units then based in the Marine general's area of responsibility. (See Map 3.)

So it was that on 15 June 1944 a veteran body of aviation Marines (battle-hardened by 22 months of aerial combat from Guadalcanal up the Solomons chain to Bougainville) suddenly found themselves under the command of General Douglas MacArthur, at a time when his long heralded return to the Philippine Islands was imminent.

High-Level Planning

From the time General MacArthur left the Philippines in early 1942 to take over the new Allied command forming in Australia, one concept had dominated his thinking--to return to the Philippines as soon as possible. Only a short time after he had set up his General Headquarters, Southwest Pacific Area, he began to plan that return. Lacking carriers or prospect of receiving any, he had to project a series of amphibious "leap-frogging" operations along the northern coast of New Guinea, each step limited by the effective range of land-based fighters. In February 1943 his strategic concept for the approach to the Philippines was expressed in the first of a series of RENO plans which, outlining operations for the approach, was drawn up at his GHQ.5

The Joint Chiefs of Staff (JCS), on the other hand, were not entirely convinced that liberation of the Philippines would be essential to the ultimate objective--the early defeat of Japan. The more direct and decisive Central Pacific route, held by enemy garrisons both smaller and more easily isolated than those in New Guinea-Philippines, gave promise of the quickest, cheapest victory. Furthermore, the long-legged carrier weapon combined with the Pacific Fleet Marine Force to offer the key to unlock Japan's Central Pacific stronghold. As a result, during early planning phases there were some pronounced differences as to the best route to take. Consequently, MacArthur's proposed drive along northern New


Guinea up through the islands between the Vogelkop peninsula to Mindanao was weighed against a Central Pacific drive advocated by JCS planners, via the Marshalls, Marianas, Carolines, and Palaus.

As a result of compromise between these widely separated points of view, operations in the Pacific during 1943 and early 1944 were two-pronged, with priority of forces going to Nimitz's drive. MacArthur's forces moved along New Guinea's northern coast, while the main effort under Nimitz was exerted along the Central Pacific axis.6

On 12 March 1944 the Joint Chiefs of Staff issued a directive for action in the Pacific theater during the remainder of the year. The two-pronged concept continued, but as a result of developments during the previous several months, JCS had decided that a speed-up of the entire Pacific timetable was in order.7 There was good reason for this apparent optimism: the Marshalls operation (30 January to 20 February 1944) had been executed both speedily and economically; Task Force 58's carrier strikes against the supposedly impregnable Japanese fortress of Truk (16-17 February 1944) had revealed the surprising fact that it was weaker by far than had previously been supposed; and finally, MacArthur had been able to advance his target date for the Admiralties operation by a full month (from 1 April to 29 February 1944).8

The 12th March directive was especially important to MacArthur, for it instructed him to conduct operations along the New Guinea coast, after the seizure of Hollandia, preparatory to operations against the Palaus and Mindanao, (the southernmost major island of the Philippine archipelago). This was the first JCS directive to assure him of returning to at least a part of the Philippines.9 As a result, both MacArthur and Nimitz formulated a schedule that included an invasion of Mindanao, at Sarangani Bay, on 15 November 1944. (See Map 1.)

June Proposals of the JCS

But even as MacArthur and Nimitz were completing plans to carry out the 12 March directive, the JCS were considering ways and means to speed still more the progress of the war in the Pacific. They presented to the Pacific commanders three alternative proposals for acceleration, and asked for comments and recommendations. These proposals included the by-passing of the Philippines in favor of Formosa.10

Both Admiral Nimitz and General MacArthur objected to these new proposals from Washington. Admiral Nimitz' opinion was that the operations proposed by MacArthur in RENO V were reasonable and that the method of attack was sound. Nimitz "considered short-cuts and exploitation of favorable situations to be of great importance, but felt that offensive operations must be conducted so as to insure control of sea and air during major assaults." The invasion of Formosa, he pointed out, would depend upon land-based air neutralizing the Japanese airfields on Luzon. "He felt that land-based air should be used to the maximum extent possible, and that the use of carriers to support protracted fighting ashore should be avoided. Carriers could be used to better advantage on strategic missions," in the admiral's opinion.11

General MacArthur also had no encouragement to offer when he replied to the Joint Chiefs' request for recommendations. In a message dated 18 June 1944, he pointed out that "logistic problems in the SWPA would make it impossible to accelerate the schedule of planned operations in his theater," and that forces in the area "were straining their


resources to the utmost" in order to meet scheduled target dates. He was strongly opposed to any direct move against Japan, since he believed that such a move would depend upon ample land-based air support and a great increase in assault shipping for success. He opposed by-passing the Philippines in favor of a direct move against Formosa, since he considered the Formosa operation impracticable until land-based air support was available on Luzon. Finally, said General MacArthur, by-passing the Philippines would be tantamount to the abandonment of those islands and would result in a great loss of prestige for the United States throughout the Far East.12

The 1st Marine Aircraft Wing on Bougainville

In June 1944, while the strategy for the course of the Pacific war still hung in the balance among top level planners, there were some Marine Corps airmen engaged in neutralizing by-passed Japanese garrisons and installations in the Northern Solomons and the Bismarck Archipelago. These flyers were assigned to units of the 1st Marine Aircraft Wing (1stMAW).

Two 1st Wing squadrons (VMF-223 and VMSB-232) had been the first Allied air units to fight from Guadalcanal's Henderson Field in August 1942. (See Map 3.) Thereafter, the 1st MAW had participated in all of the campaigns up the Solomons chain, including several decisive naval engagements. They supported landings in the Russells in February 1943, and a fighter squadron of the wing was the first unit to be based there.13 First Wing airmen participated in daily raids against Munda on New Georgia, and carried on extensive neutralization attacks against the Japanese throughout the Northern Solomons in mid-1943. During the last six months of 1943, while Marine pilots whittled away steadily at the enemy's numerically superior air strength, they also flew air cover for Allied convoys and supported the Allied landings up the island chain: Rendova, New Georgia, Vella Lavella, Choiseul, Treasury--and finally--Bougainville.

During the advance up the Solomons, a composite command organization known as Aircraft Solomons controlled all the 1st and 2d Marine Aircraft Wing units, land-based Navy squadrons, U.S. Army Air Forces and Royal New Zealand Air Forces that operated in the area under ComSoPac. On occasion, various commanding generals of the 1st Wing also commanded Aircraft Solomons (ComAirSols) as did Major General Ralph J. Mitchell14 from 20 November 1943 to 15 March 1944, with headquarters first at Munda and later at Bougainville.

Newly constructed airfields on the Allied Bougainville beachhead in late 1943 served as a base for a concentrated aerial assault against the enemy stronghold at Rabaul, New Britain.15 (See Map 3.) In December 1943, General Mitchell, as ComAirSols, directed all of the South Pacific air forces in the area in a major offensive against Rabaul. In three months this offensive cost Japan 705 planes and brought about the complete downfall of the enemy's South Pacific air power.16


TOROKINA FIELD, Bougainville headquarters of 1st Marine Aircraft Wing and ComAirNorSols.

In the months that followed, after seizure of Green Island, northwest of Bougainville, and Emirau, in the St. Matthias group, the Marine wing's mission degenerated into a monotonous chore of blasting Japanese positions on the by-passed islands in the area, or pounding ground objectives on Bougainville,17 where two divisions of the XIV Corps were guarding the Empress Augusta Bay perimeter against incursions by the remaining Japanese forces on the island.18

Such duties constituted the mission of the 1st MAW on 15 June 1944 when Major General Ralph J. Mitchell arrived at the Torokina (Bougainville) headquarters and relieved Major General James T. Moore as Commander Aircraft Solomon Islands (henceforth the command was to be known as Commander Aircraft Northern Solomons) and as Commanding General, 1st MAW.19

Colonel Clayton C. Jerome was assigned duty as Chief of Staff, ComAirNorSols, on the same day; two days later Colonel Stanley E. Ridderhof became Chief of Staff of the 1st MAW.

During the 15 June administrative reshuffle, 1st Wing units still on Guadalcanal


were ordered to move across the 159th meridian and become a part of the new AirNorSols command. By the end of June (with previously assigned units plus those newly assigned from Guadalcanal and vicinity), the 1st MAW consisted of: Marine Aircraft Group 12, Marine Aircraft Group 14, Marine Aircraft Group 24, and Marine Aircraft Group 61.20

Search for a Combat Mission

As early as May 1944, when it first became evident that the Solomons-Bismarck area was to be allocated to CinCSWPA, General Mitchell knew he was to be designated as Air Commander for the area;21 he went at once to Brisbane, Australia, headquarters of Admiral Kinkaid (Commander, Seventh Fleet), General MacArthur, and General Kenney. Mitchell pointed out to these men the fact that "there were in this newly acquired area a large number of thoroughly trained and experienced air units most anxious to get into any projected operations to the westward."22

Mitchell also pointed out that the South Pacific air forces had been fighting continuously since August 1942, that these forces were completely equipped, and that they were ready, by virtue of continuous combat, for future operations. He also emphasized that Japanese air power in the Northern Solomons-Rabaul area had been whipped and there was no further enemy air resistance.

The following month, when Allied Air Forces assumed operational control and AirNorSols was officially set up (15 June) with Mitchell in command, General Kenney directed the new organization to support the operations of the U.S. Army XIV Corps along the Solomons-New Ireland axis. The Marines of the 1st MAW were not at all pleased with the new assignment, which they considered nothing more than a "milk run." Spoiling for action, they felt that striking against 70,000 by-passed Japanese,23 whose air power had been crumbled with the demise of Rabaul, was simply, "kicking a corpse around."24 General Kenney, in a letter to General Mitchell on the subject, assured him that such was not the case, and that he considered the mission an important one.25

The 1st MAW carried out its routine assignment conscientiously, but General Mitchell, with dogged determination, continued his struggle to obtain a fighting assignment for the wing in a forward area. On 6 August he paid a second visit to Brisbane headquarters, and "further needled General Kenney for as much combat activity as possible."26 As a result of the conferences between Mitchell and Kenney, plans were laid at CinCSWPA headquarters for the 1st MAW (augmented by certain Army air units) to have command of shore-based air in the Sarangani Bay operations at Mindanao, scheduled for 15 November 1944.27 This was the planned location for first reinvasion of the Philippines.

However, General Mitchell's jubilation over the prospective combat assignment was short-lived; a chain of events was already in progress that would rob him and his Marine wing of a job. As General Kenney explains it, during this period:

. . . the movement forward of any air units in the Southwest Pacific depended upon the location of the unit under consideration, the availability of shipping and the availability of airdromes in the forward zone.28


Map 3
Area of Responsibility
Commander Aircraft Northern Solomons
15 June 1944

All of these factors combined against Mitchell and the 1st MAW by late August. Shipping was critical; "rapid turnaround" was a prime consideration at all times. A shift in objectives from Sarangani Bay and southern Mindanao to targets farther to the north, Leyte and Luzon, made the Bougainville-based Marines less and less likely as candidates for a Philippines assignment.

Finally, on 26 August an army staff officer at Kenney's Brisbane headquarters informed General Mitchell and his AirNorSols chief of staff, Colonel Jerome,29 that the 1st MAW's assignment at the Sarangani Bay landings had been cancelled.30 General Mitchell thereupon went on leave to the United States, leaving Brigadier General Claude A. Larkin in command of AirNorSols and the 1st MAW.31

There was still one glimmer of hope. General Kenney was at least aware of the wing's existence and its capabilities. He wanted to assign later at least a part of the organization, specifically the 1st MAW's dive bomber squadrons (see Chapter III), to the projected Luzon campaign, still a tentative plan. As Kenney said,

. . . even AIRNORSOLS, long stuck in the Solomons, might be moved up to the Philippines in the course of time.32

The Timetable Moves Up

The plans made so carefully by General MacArthur and his staff (first RENO; later MUSKETEER, derived basically from RENO V), calling for a preliminary two-division landing in the Sarangani Bay area of Mindanao (target date: 15 November 1944), followed by further landings on the northwestern part of Mindanao and on other islands to the north, were never consummated. On 29 August General MacArthur dispatched a representative to Washington to take the latest revision of MUSKETEER to the Joint Chiefs of Staff for their consideration. But about the same time MacArthur's spokesman set out for Washington, Admiral Halsey's Third Fleet began a probing operation in the western Carolines and the Philippines. His carrier planes struck at Yap and the Palau Islands on 7 and 8 September; on 9 and 10 September they hit Mindanao, "giving strategic support to impending landings (15 September 1944) on Morotai and Peleliu."33

On the morning of 12 September, Admiral Halsey struck the central Philippines, disclosing an unexpected enemy weakness in the area. Surprisingly little air resistance was encountered, and defensive preparations apparently were not as strong as had been previously estimated. As General Marshall tells it, "[Admiral Halsey] . . . arrived at a conclusion which stepped up the schedule by months." General Marshall explains:

The OCTAGON Conference was then in progress at Quebec. The Joint Chiefs of Staff received a copy of a communication from Admiral Halsey to Admiral Nimitz on 13 September. He recommended that three projected intermediate operations against Yap, Mindanao, and Talaud and Sangihe Islands to the southward be canceled [he also recommended that the Palaus be canceled, but this portion of the recommendation was not favorably considered], and that our forces attack Leyte in the central Philippines as soon as possible. The same day Admiral Nimitz offered to place Vice Admiral Theodore Wilkinson and the 3d Amphibious Force which included the XXIV Army Corps, then loading in Hawaii for the Yap operation, at MacArthur's disposal for an attack on Leyte. General MacArthur's views were requested and two days


THIRD FLEET PLANES strike Cebu, 11Sep44. Unexpected lack of enemy air resistance during Halsey's daring raid led to a two-month speed-up in the Philippine invasion.

later he advised us that he was already prepared to shift his plans to land on Leyte 20 October, instead of 20 December as previously intended. It was a remarkable administrative achievement.34

As a result of Halsey's communication of 13 September, Admiral Nimitz' Central Pacific forces previously assigned to the now-canceled preliminary operations were released to General MacArthur for use in the Leyte campaign. The forces actually transferred included: XXIV Corps (totaling some 50,250 men); garrison forces (20,000 men); 77th Division (area reserve); four transport groups with associated escorts, landing control, and mine craft; fire support (six old battleships, three heavy cruisers, three light cruisers, and escorts; a support group (18 escort carriers with their screens); and miscellaneous service units.

The only ground troops of the Marine Corps that would see action in the Philippine campaign came to be part of MacArthur's forces by reason of their temporary attachment to the U.S. Army's XXIV Corps when the latter had been slated for the Yap operation. All artillerymen, these Marines belonged to two battalions and a headquarters and service battery from the V Amphibious Corps.35 (See Appendix V.)

The 15 September decision of the JCS to by-pass Mindanao in favor of Leyte apparently killed what little chance the 1st Marine Aircraft Wing had of getting a Philippine assignment. But only five days after this decision, Brigadier General Claude A. Larkin received oral notification from Far East Air


Forces that seven 1st Wing dive bomber squadrons would be used in the Luzon campaign.36

Landings at Peleliu and Morotai

On the same day the JCS made their momentous decision to by-pass Mindanao (15 September), simultaneous landings were made on Peleliu in the Palau group, and Morotai. Major General Roy S. Geiger's III Amphibious Corps landed the 1st Marine Division against strongly fortified Peleliu, and the 31st and the 126th RCT of the 32d Army

Chart 2
Command Organization
Central Philippine Attack Force


Divisions went ashore against no resistance on Morotai.

With the seizure of airbase sites on Morotai and in the Palaus, the Allied forces in the Pacific theaters completed the approach to the Philippines. MacArthur's flanks were protected for the forthcoming invasion. (See "Table of Distances" map, inside back cover.)

Plans for the Leyte Assault

Allied planning for the landings on Leyte (target date 20 October 1944), now went into detailed consideration of participating units, times, places, and dates. The forces involved, as designated by the final plan, were to be under the overall command of General Douglas MacArthur. Vice Admiral Thomas C. Kinkaid, Commander, Seventh Fleet, would direct all naval amphibious and support forces for the landing. Lieutenant General Walter Krueger, Commanding General, Sixth Army, would command ground forces, and Admiral William F. Halsey's Third Fleet37 would render air support for the operation until such time as Army air units could relieve the carriers with land-based aircraft operating from Leyte itself.

On 29 September a conference was held between General Kenney, Admiral Kinkaid, and Admiral Halsey, for the purpose of assigning tasks for the neutralization of enemy air power in the Leyte-Central Philippines area. The following agreements were reached:

Air Forces

Third Fleet:

Most of the air operations for the Leyte landing centered about Third Fleet planes; their mission (assigned by Central Pacific Command) was: "to neutralize the hostile air forces in Okinawa, Formosa, Northern Luzon, Bicol, and Visayan areas prior to A-Day [20 October] and support landing operations in coordination with the Seventh Fleet."38

Seventh Fleet:

"Allied Naval Forces, Southwest Pacific Area (Seventh Fleet), was assigned responsibility for providing air cover for the convoys and direct air support of the landing operations until relieved by land-based aviation. The Commander, Seventh Fleet, was also designated as the coordinating agency for requesting carrier strikes from the Third Fleet for operations in the objective area."

Assault Air Force:39

The Fifth Air Force (Major General Ennis C. Whitehead, USA), designated the "Assault Air Force," "was charged with destroying hostile air forces in the Celebes Sea area, protecting the western flank of the operations until relieved by the Thirteenth Air Force, neutralizing hostile air forces in Mindanao south of 8°45' N. and protecting convoys and naval forces within range of land-based air."40

Supporting Air Forces:

Of the other air units under MacArthur's SWPA, two major commands, the Thirteenth U.S. Air Force and the Royal Australian Air Force, were designated to perform supporting roles, "neutralizing enemy air forces on the east coast of Borneo and supporting the Fifth Air Force in the southern Philippines as requested."41

Long range support would be provided with sweeps along the China coast and Formosa made by the XX Bomber Command staging through its China base at Chengtu, and by the Fourteenth Air Force from Central China. From widely scattered bases through the Central Pacific, elements of the Seventh and


PLANNING OFFICERS for the Third and Seventh Fleet roles in the Philippine invasion. Left to right: Commodore H. W. Graf, Chief of Staff, Seventh Fleet; RAdm D. E. Barbey, Commander Amphibious Forces, Seventh Fleet; VAdm T. C. Kinkaid, Commander Allied Naval Forces, SWPA; VAdm T. S. Wilkinson, Commander, Southern Attack Force; RAdm Forrest P. Sherman, Deputy Chief of Staff, POA; and BrigGen Wm. E. Riley, USMC, War Plans Officer on Adm Halsey's Third Fleet staff.

Twentieth Air Forces would strike enemy-held air bases, aircraft and shipping east of 140° East Longitude, including Chichi Jima, Truk, Yap, and Jaluit Islands.42

Ground Forces

The overall assignment given Lieutenant General Walter Krueger's Sixth Army (X and XXIV Corps) was to continue the offensive to reoccupy the Philippines by seizing and occupying objectives in the Leyte and western Samar areas and establishing therein naval, air, and logistic facilities for the support of subsequent operations.43

Ground operations on Leyte were to be divided into three tactical phases. Phase One consisted of an amphibious operation to secure the entrance to Leyte Gulf. Phase Two consisted of major amphibious assaults to seize the coastal strips of eastern Leyte from Tacloban to Dulag, including the airdromes and base sites in the area; the opening of San Juanico Strait and Panaon Strait; and the seizure of the Carigara Bay area on the north central coast. Phase Three included the destruction of hostile forces remaining on Leyte


and the clearing of hostile forces from southern Samar. (See Map 4.)

Individual assignments of ground units in carrying out these phases were as follows: the X Corps44 (Major General Franklin C. Sibert, USA) was to seize the Tacloban-Palo area and advance northward to control the San Juanico Strait. The XXIV Corps45 (Major General John R. Hodge, USA) was to carry out a landing in the Dulag area and advance westward across the island. The 21st Regimental Combat Team would land on the southern part of Leyte's coast and seize control of Panaon Strait, which led into Sogod Bay. The 6th Ranger Battalion was to occupy the islands of Homonhon, Suluan, and Dinagat in the mouth of Leyte Gulf, prior to 20 October.

Seventh Fleet

Vice Admiral Thomas C. Kinkaid's Seventh Fleet, heavily augmented by a fire support group of six old battleships, 18 escort carriers, and four transport groups from the Central Pacific, was to take the assembled forces at Hollandia, New Guinea, and Manus Island, on the 1,400-mile passage to the Leyte beaches. The two principal subdivisions were troop-carrying attack forces under Rear Admiral Daniel E. Barbey, USN, and Vice Admiral Theodore S. Wilkinson, USN.46 (See Chart 2.)

Situation of Japanese Forces--Fall 1944

After Japanese defeats in the Marianas in the spring of 1944, Imperial Headquarters realized that any further westward advance by Allied Forces would end their remaining hope, not only of success, but even of prolonged resistance. Much of Japan's war matériel had been coming from the rich Southern Resources Area, captured by the Empire early in the war; oil, rubber, and many other products needed to wage an all-out effort were being shipped to Japanese bases and to the homeland through the China Sea, behind the screen of the Philippine-Formosa-Ryukyu Islands. Lone wolf Allied submarines in marauding attacks had already cut down this vital traffic; now, as the Combined Chiefs of Staff put it, in an estimate of the enemy's situation, ". . . Allied occupation of Mindanao would greatly increase the threat to Japan's position . . . occupation of Luzon would make the passage through the South China Sea precarious . . ."47 Japanese holdings, if split into halves, would diminish in value and wither on the vine.

Japanese Plans for Defense of the Philippines

After the loss of the Marianas, the Japanese planners, knowing strong offensives against their protecting island chain were now inevitable, developed a series of four defense plans labeled "Sho" (Japanese character meaning "to conquer"). Sho No. 1 provided for the defense of the Philippines, Sho No. 2 for the Formosa-Nansei Shoto-Southern Kyushu area, Sho No. 3 for Kyushu-Shikoku-Honshu, and Sho No. 4 for Hokkaido. Sho No. 1, the Philippines, was considered by the planning staff as being the most probable.48

To defend the Philippines, therefore, the Japanese Army concentrated on reinforcing that archipelago. "Insecure at sea and in the air, they met the problem of how to be strong everywhere at once by the best possible compromise." They strongly manned Luzon, and prepared "a mobile counterlanding force to


Map 4
Leyte-Samar Operation

Chart 3
Japanese Command Organization

delay or if possible throw back" American troops after they had committed themselves to a specific objective.49

The Japanese fleet, still powerful, but now shorn almost completely of air power, stood by, ready for an all-out commitment regardless of where U.S. forces might land. Depending upon gunnery strength almost exclusively, the Japanese fleet would wait until Allied transports were concentrated in the landing area; then, if possible, they would decoy away the U.S. fleet and destroy our shipping. The situation had come to a point where the Japanese Navy, "hopelessly outnumbered, and as imminent events would prove, even more hopelessly outclassed, could not risk the sort of fleet action it had previously desired, but was forced to expend itself in suicidal attack upon the United States transports." Admiral Soemu Toyoda (Commander in Chief of the Japanese Combined Fleet), testifying after


the defeat of Japan, summed up the Japanese point of view:

Since without the participation of our Combined Fleet there was no possibility of the land-based forces in the Philippines having any chance against your forces at all, it was decided to send the whole fleet, taking the gamble. If things went well we might obtain unexpectedly good results; but if the worst should happen, there was a chance that we would lose the entire fleet; but I felt that that chance had to be taken. . . . There would be no sense in saving the fleet at the expense of the loss of the Philippines.50

Disposition of Japanese Forces

In the late summer of 1944 Japanese air defense of the Philippines was provided by the Navy's First Air Fleet, commanded by Vice Admiral Takajiro Onishi, and the Fourth Air Army under General Kyoji Tominaga.51 Because of heavy attrition of planes and pilots as a result of American strikes, the Japanese were forced to bolster their air power with the Second Air Fleet from Formosa.52 The combined force became known as First Combined Base Air Force, under the command of Vice Admiral Shigeru Fukudome. This augmenting of Japanese air power brought their total air strength in the Philippines to some 600 planes,53 200 of which were Army planes (General Tominaga), the rest, Navy.

The 14th Japanese Area Army, under the command of General Tomoyuki Yamashita, would be in charge of Philippine ground defenses; this army consisted of an estimated 260,000 troops scattered throughout the Philippine archipelago. Defense of Leyte would fall to the Japanese 35th Army, whose 16th Division was already on the island.54

Commander in Chief of the Japanese Combined Fleet was Admiral Soemu Toyoda, with headquarters in Tokyo. Under him was a "Striking Force" (First Mobile Fleet) commanded by Vice Admiral Tokusaburo Ozawa, who also commanded the "Main Body" (3d Fleet). The First Diversion Attack Force (2d Fleet) was under the command of Vice Admiral Takeo Kurita; the Second Diversion Attack Force (Fifth Fleet) was under Vice Admiral Kiyohide Shima; both of the latter forces were subordinate to the First Mobile Fleet. The Sixth Fleet (Advance Expeditionary Force) under Vice Admiral Gunichi Mikawa rounded out the Combined Fleet. (See Chart 3.)

U.S. Air Intelligence

FEAF intelligence reports in the month prior to the Leyte invasion indicated that Japanese Air Forces would be swamped by U.S. Navy air attacks and forthcoming B-29 raids on the Japanese homeland. It was therefore predicted that enemy aerial reinforcements would be only on a token scale. The First Air Fleet of the Japanese Navy was expected to take the major role in air defense of the Philippines, and its strength was being sapped drastically by Admiral Halsey's carrier raids. In all, FEAF estimated that the Japanese would defend from 65 known operative airstrips with 692 airplanes in the Philippines and immediately supporting areas, while 1,082 other aircraft in more distant locations (Formosa and Borneo) might be drawn upon.

Bearing in mind the usual excessive attrition of incoming replacements, Fifth Air Force thought it possible that the Japanese would not be able to put more than 340 planes into the air for defense of the archipelago. The quality of both pilots and maintenance personnel had deteriorated greatly since the Battle of the Philippine Sea, with a resulting drop in the number of operational aircraft available at any given time. Fifth Air Force intelligence studies believed it possible that the enemy might react with only 130 airplanes in the Leyte area on A-Day.55

Nevertheless, it was believed that the air aspect of KING II (code name for the Leyte


GENERAL McARTHUR reads his Proclamation of Liberation at Tacloban, Leyte, soon after U.S. landings. In background, left to right: VAdm T. C. Kinkaid, LtGen Walter Krueger, CG Sixth Army, unidentified AAF officer, and President Sergio Osmena.


operation) would be somewhat hazardous until airfields on Leyte were prepared to receive fighters. Even with the enemy's air power smothered by the big carrier strikes, he could still average an estimated 113 sorties a day during the first 10 days after the invasion. His target priority list was likely to be shipping, beachheads, air bases, and supply dumps, with night attacks predominating. His forward bases were San Jose and Miagao on the southern tip of Panay, supported by Bacolod and Fabrica in the northern sector of Negros Island. The airfield system on Luzon and Mindanao was excellent for defense, provided the Japanese had planes in number there. Airfields on Leyte, however, were reported by guerillas to be inoperative.

The Japanese ground garrisons expected American landings on Luzon, and accordingly had almost doubled their forces there in the spring and summer of 1944. They had also reinforced Mindanao, and to some extent, the entire archipelago. In contrast, Leyte, with its relatively small garrison56 was an especially tempting target. Some disturbing signs of enemy reinforcements and activity on the island before A-Day did not alter the fact that Japanese ground forces were not prepared to offer strong resistance to a Leyte Gulf landing.

On the morning of 20 October 1944 that landing took place and the Philippines campaign was afoot.


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1. Another extremely important mid-June event in the Pacific theater was the first B-29 strike against Japan, from airfields in China.

2. JCS 238/5/D, 28Mar43, had put operations in the Solomons under Halsey's direct control subject to MacArthur's "general directions."

3. The Army Air Forces in World War II, Vol IV, Guadalcanal to Saipan, 646-647. Hereinafter cited as AAF in WWII.

4. Ibid, 646.

5. Robert Ross Smith, "The Approach to the Philippines," (manuscript copy), I, 10, a volume in the series U.S, Army in World War II, The War in the Pacific. Hereinafter cited as Approach.

6. Approach, I, 9-10, which cites TRIDENT Papers, 11-12.

7. JCS 713/4, 12Mar44, "Future Operations in the Pacific."

8. Maj Carl W. Hoffman, The Seizure of Tinian, 17.

9. Mindanao was the only island of the Philippines actually specified by the JCS at this time.

10. JCS 713/8, 13Jun44, "Future Operations in the Pacific," in OPS File, ABC 384 Formosa (8Sep43), Sec 1-C, rad, JCS to CINCSWPA and CINCPOA, 13 June 44, CM-OUT-500007.

11. USSBS, Military Analysis Division, Employment of Forces Under the Southwest Pacific Command, 36. Hereinafter cited as Employment.

12. Approach, XIX, 6-7, documented by Rad, CINCSWPA to CofS USA, CX-13891, 18Jun44, CM-IN-15058.

13. VMF-121 of MAG-21 was based on the island of Banika in the Russells on 16Jun43. The first echelon of MAG-21, consisting of two officers and 50 enlisted men, had arrived on 14Mar43.

14. Gen Mitchell had relieved MajGen Roy S. Geiger as CG, 1stMAW, on 21Apr43. While still wing commander Mitchell relieved BrigGen Nathan Twining, USA, as ComAirSols on 20Nov43; he retained both titles until, on 15Mar44, he was relieved of the latter duty by MajGen H. R. Harmon, USA, and of the 1st Wing by BrigGen J. T. Moore.

15. This was a combined intertheater offensive that had been started by Fifth Air Force with heavy strikes in October. When ComAirSols moved to Bougainville, Fifth Air Force turned its attentions westward.

16. USSBS, Military Analysis Division, The Thirteenth Air Force in the War Against Japan, 7. Hereinafter cited as USSBS--Thirteenth AF. Actually, almost all of the casualties were inflicted on the Japanese in about two months of heavy fighting. An American carrier strike against Truk in mid-February caused most of the Japanese planes in the Solomons to reinforce against the Truk threat, leaving relatively few enemy aircraft in the Rabaul area. The above reference states that the aerial battle over Rabaul ". . . had come to an end by the last of February 1944," although light opposition continued until the end of March. "According to statements of Japanese naval officers after the war the high rate of loss of experienced pilots in the Solomons and over Rabaul weakened their Navy Air Force more than any other operation of the war."

17. History of the 1st MAW, July 1941 to June 1946, 12.

18. The 37th Infantry Division in World War II, Washington, Infantry Journal Press, 125-173.

19. Gen Moore remained temporarily as Deputy Commander, Air Operations, ComAirNorSols, and as Ass't Wing Commander; BrigGen Claude A. Larkin assumed these posts on 3Aug44.

20. Also certain units not assigned to groups: Marine Air Base Squadron 1, VMB-413, VMD-254, VMF-212, VMF-215, VMF-222, VMJ-152, VMJ-153, VMSB-235, VMSB-236, and VMSB-241.

21. Since his relief as ComAirSols and CG, 1st MAW on 15Mar44, Gen Mitchell had been CG, Marine Aircraft South Pacific; and from 1 May to 15June44 he was also ComAirSoPac at Guadalcanal, relieving Vice Adm A. W. Fitch by order of Adm Halsey.

22. Memo, Mitchell to MajGen Field Harris, USMC, dtd 26Mar46.

23. An intelligence estimate at that time. Actual figures taken after the war indicated approximately 80,000 Japanese at Rabaul alone. USSBS, Naval Analysis Division, The Allied Campaign Against Rabaul, 1Sep46, 36.

24. AAF in WWII, Vol IV, 647.

25. Ltr, Kenny to Mitchell, 26Jun44.

26. Memo, Mitchell to Harris, 26Mar46.

27. Ibid. Document does not specify what Army air units were to be included in Mitchell's command.

28. Ltr, Gen Kenney to author, 27Oct50.

29. While in Brisbane, Col Jerome, in order to see at first hand how assault operations would be conducted by the Army Air Forces, asked for, and received, permission to accompany the Fifth Air Force during forthcoming landings at Morotai. As a result, he went ashore as an observer of that operation on 15Sep44 with the senior commanders of the 310th Bombardment Wing (H).

30. Notation by Gen Mitchell on chronology of events prepared by author.

31. Ltr from LtGen Claude C. Larkin (Ret) to author, dtd 29Jul50. Hereinafter cited as Larkin letter. General Larkin had relieved MajGen Moore as Ass't Wing Commander and Deputy Commander, Air Operations, AirNorSols, on 3Aug44. Larkin had previously been CG, Marine Aircraft South Pacific until that organization was dissolved on 31Jul44.

32. Far East Air Forces, Leyte, Gen George C. Kenney, 3. Hereinafter cited as Kenney-Leyte.

33. Employment, 18.

34. Biennial Report of the Chief of Staff, United States Army, July 1 1943 to June 30, 1945, to the Secretary of War, 71.

35. BrigGen Thomas E. Bourke, USMC, regularly CG of V Amph Corps artillery, commanded the Marine component and the entire XXIV Corps artillery as well. Participation of these Marine units was limited to the first six weeks of the Leyte operation; see Appendix V for a narrative account of their participation.

36. This particular episode is discussed in Chapter III. It is pertinent to note here, however, that orders were oral. At this time, because there had still been no definite decision from JCS as to whether Luzon or Formosa would be invaded, both were considered as potential targets until 30Oct44, when JCS set a target date of 20 December for Luzon.

37. Third Fleet (as well as submarines designated for the operation) remained under overall control of Admiral Chester E. Nimitz (Central Pacific Forces).

38. USSBS-Fifth AF, 35.

39. The term "Assault Air Force" was "a common-sense designation of the Air Force which would control air effort in the objective area. It was used in contradistinction to 'Supporting Air Force' . . ."--Information furnished by Air University Library, Maxwell Air Force Base, Alabama.

40. USSBS, Fifth AF, 35.

41. USSBS, (Military Analysis Division), Air Campaigns of the Pacific War, 36. Hereinafter cited as Air Campaigns.

42. COMINCH P-008. Amphibious Operations, Invasion of the Philippines, October 1944 to January 1945, United States Fleet, Headquarters of the Commander in Chief, 1-7.

43. Sixth United States Army, Report of the Leyte Operation, 17Oct44-25Dec44, 19. Hereinafter cited as Sixth Army, Leyte.

44. X Corps included the 1st Cavalry (MajGen Verne D. Mudge, USA) and the 24th Infantry Division (MajGen Frederick A. Irving, USA).

45. XXIV Corps was composed of the 7th and 96th Infantry Divisions, commanded by MajGens Archibald V. Arnold and James L. Bradley, respectively.

46. VAdm Wilkinson commanded the Southern Attack Force (TF 79), which transported the XXIV Corps from Manus. RAdm Barbey commanded the Northern Attack Force (TF 78), which carried the X Corps from Manus (1st Cav Div) and Hollandia (24th Div).--Annex "A" to Commander Task Force 79 Attack Plan A304-44.

47. Statement from CCS 643/1, 9Sep44, "Estimate of the enemy situation, Pacific-Far East, as of 8Sep44."

48. The "Sho" plans were not mutually exclusive; i.e., the activation of any one plan against a threat in a given area would not prevent the activation of another in a different area if necessity demanded. As events later transpired, Sho No. 2 (Formosa-Kyushu line) was activated when Halsey's carriers sortied against Okinawa; Sho No. 1 (Philippines) followed when Kinkaid's Seventh Fleet entered Leyte Gulf.

49. USSBS, Naval Analysis Division, The Campaigns of the Pacific War, 281-282. Hereinafter cited as USSBS, Campaigns.

50. Ibid., 280-281.

51. James A. Field, Jr., The Japanese at Leyte Gulf, 18.

52. The reinforcements arrived in the Philippines on 23Oct44, 3 days after the landing of American forces on the mainland of Leyte.

53. USSBS No. 193, Nav. No. 44.

54. Staff Study of the Operations of the Japanese 35th Army on Leyte, 10th I. & H. S., Eighth Army, 1.

55. Intelligence Annex, Fifth AF.

56. Approximately 16,000 combat troops on A-Day, according to Sixth Army, Leyte, 41-42.

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