June 12, 1942.

1.The report of activities of VMSB-241 during the battle of Midway on June 4 and June 5, 1942, is submitted herewith.

2.The squadron had been divided into two (2) separate attack units constituted as follows: eighteen (18) SBD-2 airplanes commanded by Major Henderson, and twelve (12) SB2U-3 airplanes commanded by Major Norris. Ten (10) of the pilots manning these twenty-eight (28) planes had joined the squadron only one week prior to the initial engagement. This fact and a shortage of gasoline permitted a maximum of but two (2) hours of training for Major Norris's group and one hour for Major Henderson's group.

3.Major Henderson realized that he would not have sufficient time to train properly all the new and inexperienced pilots nor to fit them into the squadron flight organization and develop them into a proper team. With this in mind, he kept the older, better trained pilots in one unit and put the new pilots into one unit with experienced section and division leaders.

4.Also, because all but three (3) of his pilots had had no time in SBD type airplanes, and because the squadron had been forced to practice only glide bombing in the 3B2U-3 planes, Major Henderson decided to use only glide bombing in his plan of attack. He was so desirous of delivering a crushing blow to the enemy on his first opportunity that he decided to lead the squadron in on a glide bombing approach which would permit them to glide to five hundred (500) feet or less before releasing their bombs. To insure against duds, because of the probable low release altitudes, all fuses were turned seventy (70) full turns by hand on the ground, making only twenty (20) turns necessary for complete arming of the bombs.

5.Major Henderson planned to approach his target, when it was sighted, in a fast power glide from eight thousand (8,000) feet to four thousand (4,000) feet. The final approach would be made individually from four thousand (4,000) feet when the squadron bad been maneuvered into the best possible position. Retirement was to be made low on the water or in cloud cover if it was available. A rendezvous was to be made, in the absence of opposition, twenty (20) miles from the nearest enemy surface craft on the course towards the base.

6.The basic operation order by the officer conducting the defense of Midway divided the squadron into three (3) units: Major Henderson with nine (9) SBD-2 planes; Captain Tyler with nine (9) SBD-2 planes; and Major Norris with twelve (12) SB2U-3 planes. It was planned to coordinate all these units as closely as possible and particularly Major Henderson's and Captain Tyler's units since they were of the same type.

7.The squadron assumed the normal, immediate alert, status at 0350 on June 4, 1942. Instructions were received to start engines at 0605, take off commenced at 0610, and all planes were air borne at 0620. This apparent delay was caused by some engines which were slow to start and the general scramble of a great number of planes to clear the field. Two (2) SBD-2s failed to get off due to engine trouble and one SB2U-3 returned to the field because a cowling on the left side of his plane blew off. He was unable to get off again because of the arrival of the enemy attacking planes.

- 1 -

8.Rendezvous was completed in accordance with squadron doctrine at Point Affirm, twenty (20) miles on magnetic course ninety (90) degrees from Midway at 0645. Sixteen (16) SBD-2 planes and eleven (11) SB2U-3 planes composed the two (2) attack units.

9.Radio instructions to attack an enemy carrier bearing 325°T, distance 180 miles, on course 135°T, at a speed of twenty-five (25) knots were received and acknowledged by Major Henderson and Major Norris. Both these officers had this vital information prior to take off. The two groups set their interception courses at 0650 and proceeded as separate units.

10.Major Henderson's unit was composed as follows:

11.Major Henderson climbed his unit to 9,000 feet while enroute to his objective. Several pilots reported noticing that Midway was being attacked and radio information of that fact was received. It was evident to one and all that "the time" had arrived.

12.The enemy was sighted at 0755 and the approach glide was entered immediately. A wide let down circle was used at high speed. Enemy fighters of the Nakajima 97 type and Sentoki 00 type attacked the squadron almost immediately. They concentrated their fire on the leading elements of the squadron and hits were observed on enemy planes. At the same time, violent anti-aircraft fire by surface units was encountered.

13.During this time, four (4) enemy fighters were observed to go down in flames, shot by rear seat gunners and it is believed that two more were probably shot down. The Japanese fighters were very persistent in their attacks and greatly outnumbered all the planes they attacked.

14.Hits were observed on Major Henderson's plane and it was obvious from his actions that he was seriously wounded. Captain Glldden, the leader of the second division, took the lead and commenced his attack dive. All planes of the squadron followed him at close interval.

15.This dive was made into heavy clouds which partially screened the carrier selected as a target. Upon emerging from the clouds at about 2,000 feet, extremely heavy anti-aircraft fire was encountered from the small caliber guns on the ship. The target was very large and was probably of the Kaga class. It was taking violent avoiding action and was launching planes.

16.All pilots pressed home their attack to very low altitude. The overage altitude of release was five hundred (500) feet, with some lower than that. Three (3) direct, hits were observed on this carrier and several close misses. She was smoking badly when the planes retired and was obviously afire.

- 2 -

17.Retirement was made individually at very low altitude. Even so, enemy fighters continued persistent attacks, as many as four (4) fighters jumping a single plane. When they could, our pilots sought cloud cover and found this a very effective escape technique.

18.Eight (8) planes of the sixteen (16) engaged in this action failed to return to the base. Two (2) of these were seen to go down in flame. Second Lieutenant Schlendering was forced to jump when his plane went out of control about eight (8) miles west of Sand Island. His rear gunner, Private First Class Edward O. Smith, failed to jump and was believed to have been killed by enemy fighter fire. Lieutenant Schlendering was picked up by a Navy PT boot about one half hour after he hit the water.

19.Captain Richard L. Blain was forced down about one hundred (100) miles west of Midway. He was not wounded but his rear gunner, Private First Class Gordon R. McFeely, USMCR., had been hit. They transferred to their life raft and were picked up on June 6, 1942 by Navy PBY seaplane.

20.All planes that had returned to the base were badly shot up and some were in very unflyable condition. First Lieutenant Iverson's plane had over 210 bullet and shrapnel holes in it scattered over every portion of the plane. He was forced to make a one wheel landing at the base.

21.Major Norris's unit was composed as follows:

22.After rendezvous at Point Affirm, this unit set out on its intercept leg and climbed to 13,000 feet.

23.Sight contact with the enemy was made at 0820 and preparations were made to attack. Before a proper attack position was reached, enemy fighters were encountered. This opposition was so heavy and determined that search for the main objective, a carrier, was abandoned and a secondary target, a battleship, was selected.

24.A long, flat, high speed approach was made on this target through clouds, heavy anti-aircraft fire, and persistent fighter opposition. The interval between planes was very small and all attacks were pressed home to a very low release altitude. Two direct hits were observed and two very close misses. Upon leaving the area, the battleship was observed to be smoking heavily and listing badly.

25.Retirement was made low on the water and in cloud cover when possible. Second Lieutenant Allan H. Ringblom, USMCR., experienced difficulty in finding the base and ran out of fuel just after he sighted it. He landed in the water and was picked up almost immediately by a Navy PT boat. Both he and his rear gunner, Private Eugene L. Webb received minor abrasions in the landing but were otherwise uninjured.

- 3 -

26.Second Lieutenant Daniel L. Cummings, USMCR., was forced to lead in the water about five miles west of Sand Island. His plane sank almost immediately, but not before he had verified his belief that his rear gunner, Private Henry I. Starks, had beet killed. Private Starks' body went down with the plane. Lieutenant Cummings was picked up by a Navy PT boat almost immediately.

27.Two (2) enemy fighters were shot down in this action and two (2) more were believed to have been shot down.

28.The remainder of VMSB-241 was given the mission to search for and attack a burning carrier reported bearing 338°T and distance 200 miles. Two units were formed, composed as follows:

29.Captain Tyler's unit consisted of six (6) SBD-2 airplanes, all that remained in flyable condition. Major Norris' unit consisted or five (5) SB2U-3 airplanes.

30.The squadron took off at 1900 and set out immediately on a course to intercept the enemy. Each unit operated independently due to the wide variance in cruising speeds of the two types of planes.

31.Captain Tyler's unit proceeded on course until 2015 for a distance of two hundred (200) miles. No trace of surface craft was seen, it was very dark with low clouds and no moon and visibility was very poor.

32.This unit turned for the base at 2020 and landed at 2140. On the return leg, at a distance of sixty (60) miles from Midway, bearing 340°T, two very bright flares were sighted close to the water. Upon at tempting to investigate, they went out and the extremely bad weather at low altitude made any positive identification of their cause impossible.

33.Flying conditions were extremely poor with many scattered rain squalls and low-hanging clouds. Almost the entire return leg was flown on instruments completely.

34.Major Norris' unit took off at 1900 and departed from Eastern Island at 1905 on true heading 338°. This course was held for eighty-eight (88) minutes, at which time, several circles and changes of course were made and finally the unit settled down to an easterly course for fifteen (15) minutes. The leader then turned to course 162°T for seventy-five (75) minutes. Attempts were made by radio and visual signals to draw the leader's attention to what was believed to be the base on his starboard beam. Major Norris then commenced to let down and upon going into the overcast went into a violent tight spiral to the right. All the formation lost him, some of them pulling out at an indicated altitude of one hundred fifty (150) feet. All planes returned to the base safely but Major Norris.

- 4 -

35.On June 5, 1942, the reminder of VMSB-241 was ordered to attack two (2) battleships, one believed damaged, on bearing 268°T, distance 170 miles from Midway and on a generally westerly course.

36.Two attack units were composed as follows:

37.It was planned that Captain Tyler's unit would deliver a dive bombing attack from 10,000 feet while Captain Fleming's unit delivered a glide bombing attack from 5,000 feet.

38.Take off was accomplished at 0700, rendezvous was made around the field and the squadron set out immediately to intercept the target.

39.The S3D-2 planes climbed to 11,500 feet and the other unit climbed to 4,500 feet. After flying on course for about forty-fire (45) minutes, the trail of the damaged battleship was evidenced by a wide oil slick on the water which led off in a general westerly direction.

40.The enemy was sighted at 0805 and the approach dive was begun immediately. Violent anti-aircraft fire was received from the ship which was using violent avoiding action. The squadron twisted and turned while dropping to 10,000 feet.

41.The dive bombing attack began at 0808 and was made from varying angles and with avoiding action. Ho hits were observed.

42.Immediately following this attack, Captain Fleming commenced his glide bombing attack from 4,500 feet amid heavy anti-aircraft opposition. He pressed home his attack even after being hit and while his plane was burning. He dropped his bomb, scored a very close miss on the stern and then went down in flames. One other direct hit was scored on the forward third of the ship. When the unit departed, the ship was observed to be listing badly to starboard and turning in sharp circles to starboard.

43.All planes returned at high speed low on the water and, after rendezvousing, returned to the base without further mishap. One plane received several shrapnel hits but no other damage was done.

44.The performance of the ground personnel of the squadron was in keeping with the finest traditions of the Marine Corps. During the Japanese bombing raid, all gun pits were manned and operating. While no planes were believed to here been shot down by members of this squadron on the ground, the fire of their guns undoubtedly contributed to the obvious dislike of the enemy to make strafing attacks.

- 5 -

45.When the all clear was given, all hands turned to with a will on every task assigned to them. master Technical Sergeant Hubert M. Rodgers and Staff Sergeant Ernest C. Henry worked continuously for seventy-two (72) hours without rest. Rogers was assisting in the gassing detail and Henry was directing the parking and movement of airplanes as they landed.

46.Valuable assistance in handling bombs and rearming the airplanes was rendered by the following named men:

All of these men worked steadily during June 4, 5 and 6 with only an occasional nap, never sleeping for more than an hour at a time.

47.Private Richard D. Pradmore was commended by Major R.C. Scollin for his willingness to perform every task assigned to him. He drove a truck for sixty (60) hours without relief.

48.The following members of the mess force performed their duties willingly and cheerfully over a period of three days without no more than an occasional cat-nap for rest.

49.Private Chester R. Rush, USMCR., was commended by Major C.W. Johnson for his promptness and initiative immediately following the enemy bombing. He started a fire pump and assisted in putting out a fire in the wreckage of the mess hall, thereby saving a great part of the mess stores used for feeding the personnel of this island.

50.The following damage to airplanes of this squadron was sustained during the operations on June 4 and 5:

- 6 -

51.The list of casualties and injured personnel is as follows:

(a)  Killed in action. REED, George E. Pvt.

52.The following opinions and conclusions are submitted for consideration.

(a)  Glide bombing proved more effective as a method of attack than dive bombing. It is believed, however, that this was due only to the fact that it permitted pilots to release at much lower altitudes. None of the squadron had had an opportunity to practice dive bombing because of restrictions placed on the SB2U-3 airplanes and because the SBD type planes were received but a short time before the battle. Also, eight (8) of the pilots had no experience with a tactical squadron and could not be taught to dive bomb in the one hour of training that they did get with the squadron. It is believed, therefore, that dive bombing is safer to personnel, less vulnerable to anti-aircraft fire, and more accurate when there is sufficient time to train all pilots in this method of attack.

(b)  The enemy maintains at least two levels of fighter protection over its ships. They operate in pairs, show excellent teamwork, are very persistent, and direct their early attacks against the formation leaders.

- 7 -

(c)  Enemy surface ship anti-aircraft fire is commenced long before the target is in range and continue throughout the retirement of the bombers. They find the range quickly but are thrown off easily by twisting, turning, and changing altitude. Their high altitude, large caliber fire is ineffective unless a direct hit is made. Small caliber fire against low flying aircraft is a very effective.

(d)  It is believed that an attack must be pressed home as rapidly as possible once the target is sighted.

(e)  Cloud cover is much more effective for safe retirement then flying low on the water.

(f)  It is believed that instrument flying is the next most important phase of training after combat training. It must be used in clouds and very probably will be necessary on night missions.

(g)  It is believed that whenever possible, squadrons should be trained as much as possible in areas far from a possible scene of action. There should be a nucleus of at least two thirds of the pilot personnel with considerable experience. Replacement pilots up to one hundred per cent are desireable.

M.A. TYLER.