History

On Saturday, 25 August 1917 at Camp Shelby, Mississippi, the 38^th Division was organized. It was formed from the independent National Guard units mobilized from the three states. Indiana furnished most of the troops, Kentucky furnished a great part, and West Virginia the rest. Independent state military designations were soon lost as all were redesignated and reorganized according to standard Army regimental and other unit configurations.

Notwithstanding having to clear ground and set up a camp from scratch, the new division structure began to take shape, not all at once, but by the separate in-turn organization of subordinate brigades, regiments, and other elements. It was October before the 38^th Division was fully organized and in place as a division.

All Army divisions formed would in time come to be known as “square” divisions because their main combat capability was built around four newly designed infantry regiments. Each regiment’s wartime strength was set at some 3,800 men, and consisted of a headquarters, support elements, and three infantry battalions. Major elements of the new 38^th were organized from state troops indicated below. Numerical designations were dictated by the Army’s new standardized numbering system.

Headquarters, and Headquarters Troops, 38^th Division (Indiana, Kentucky,

West Virginia).

Headquarters 75^th Infantry Brigade (Kentucky).

149^th Infantry Regiment (Kentucky),

150^th Infantry Regiment (West Virginia).

138^th Machine Gun Battalion (Kentucky).

Headquarters 76^th Infantry Brigade (Indiana).

151^st Infantry Regiment (Indiana).

152d Infantry Regiment (Indiana).

139^th Machine Gun Battalion (Indiana).

Headquarters 63d Field Artillery Brigade (Kentucky).

137^th field Artillery Regiment [75mm Field Gun] (Indiana).

138^th Field Artillery Regiment [75mm Field Gun] (Kentucky).

139^th Field Artillery Regiment [75mm Field Gun, but

eventually transitioned to 6-in and 155mm Howitzers]

(Indiana).

113^th Trench Mortar Battery (Kentucky).

137^th Machine Gun Battalion (West Virginia).

113^th Engineers [Regiment] (Indiana, Kentucky, West Virginia).

113^th field Signal Battalion (Indiana, Kentucky).

Headquarters and Military Police, 113^th Divisional Trains (Indiana,

Kentucky, West Virginia).

113^th Ammunition Train (Kentucky, West Virginia).

113^th Supply Train (Indiana, Kentucky, West Virginia).

113^th engineer Train (West Virginia).

113^th Sanitary Train (Indiana, Kentucky), including

149^th, 150^th, 151^st, 152d Ambulance Companies.

149^th, 150^th, 151^st, 152d Field Hospitals.

The new divisions were huge commands with an initial wartime strength requirement of some 27,000 men each. Internal modifications in troop structure were made from time to time, and later adjustments overall added another 1,000. With the addition of 12,000 support troops needed, in the final analysis each division fully operational in the field or in combat required about 40,000 men from tooth to tail.

In November an influx of over 2,000 troops pulled from the newly-organized 84^th Division at Camp Zachary Taylor, Louisville, Kentucky helped to round out 38^th Division units at Camp Shelby. The majority of these men were draftees from Indiana. But the following year, from April through June 1918, the Army stripped the 38^th of over 6,200 soldiers and sent them to Europe as individual combat replacements for other divisions already there. To replace the losses, additional men were drafted into the Army that summer for assignment to the 38^th and to other divisions elsewhere that had also been stripped. Draftees assigned to the 38^th at Camp Shelby that summer came for the most part from the States of Alabama, Arkansas, Florida, Illinois, Louisiana, Mississippi, Tennessee, Wisconsin, and the District of Columbia.

Notwithstanding that many of the new soldiers were not thoroughly trained, the 38^th was ordered to ship to Europe starting in early September 1918. Some units went via England and some went directly to France. It took almost a month, from 28 September through 25 October, to get the full Division ashore in France. At the time it was 1,900 men short of wartime strength.

On 26 September while the first elements of the 38^th Division were still at sea, the great Muese-Argonne offensive was launched against the German Army that for the next several weeks would involve over 20 American divisions. Combat casualties and the need for replacements would be higher than ever. As early as the spring of 1918 the Army’s two “automatic” and “exceptional” systems of casualty replacement for the war in Europe were just not working (among other things, available shipping was a problem). Replacements for Muese-Argonne became a critical issue immediately. Prompt measures had to be taken.

Immediately preceding the 38^th, units of the 84^th and 86^th Divisions began arriving in France. During the first week of October a most difficult decision was made to “skeletonize” both divisions as an interim measure. In effect it meant the utilization of officer and enlisted personnel of both divisions as immediate individual replacements for combat losses in other divisions fighting in the line. Initially over 9,000 men from each division, primarily from infantry and machine gun units, were pulled and sent to the front.

But stripping the two divisions did little to solve escalating replacement requirements. Casualty figures at the front were rising. The need for replacements was more serious than ever. So in mid-October the decision was made to also temporarily skeletonize the 34^th and 38^th Divisions officers and men were reassigned for service elsewhere in the same manner as the two previous divisions structure of both was reduced in most cases to a skeleton of organizations and units.

By 22 October it was recognized by the Army that with the continuing demand for individual combat replacements versus the inadequate number of replacements coming

in from the United States, it would be all but impossible to reconstitute the four divisions as originally planned. On 1 November, Headquarters Service of Supply, American

Expeditionary Forces (AEF) in France, issued instructions concerning detailed permanent skeletonization of all four divisions.

Many units of the 38^th Division just disappeared (e.g., the Division’s four infantry regiment were no longer in existence as originally constituted). Other units were sent into intensified training camps for later employment at the front as needed (e.g., the Division’s field artillery). Others were detached for service elsewhere in the war zone (e.g., the Division’s engineers). The 38^th Division, the other three mentioned, and a few other skeletonized “depot” divisions literally faded away as divisions.

Less than a month later, on 11 November 1918, the war ended.

On 16 November, Headquarters AEF issued instructions concerning which divisions would remain in Europe for occupation duty, and which were to return to the United States. What was left of the 38^th Division’s scattered units were to return, but would never reassemble and form again as an intact division. The Division command structure was completely broken up, forming on 11 November what was termed the 38^th Division Record Cadre of just over 100 men representing the Division headquarters, all four infantry regiments, and several other organizations. On 8 March 1919 at Camp Zachary Taylor the 38^th Division was formally deactivated. The last detached unit of the Division remaining overseas, part of the 113^th Ammunition Train, arrived in New York Harbor in July 1919.

During the 20-odd months in the life of the 38^th Division, two succeeding officers with the rank of major general were in permanent command. But considering the throes of organization, reorganization, movement, fragmentation of units, wartime service in Europe, return to the United States, and deactivation, the assigned commander was frequently absent from command for one reason or another. For example, there were 10 different periods of time when one of the infantry or field artillery brigade commanders were placed “ad interim” in temporary command of the Division.

By its timing in arrival in France the 38^th had been caught up in the highly undesirable but very necessary process of stripping intact divisions for individual combat replacements. Several thousand men who were taken from the Division and sent to France early, and several thousand more who went to France with the Division but were soon reassigned, would fight, and many would die, with other divisions at the front in some of the toughest fighting of the war.

Following World War I

As early as 1920 the 38^th Division began organizing in the National Guard of the same three states from which its original units came. Regiments and other units were the first to organize. Headquarters 38^th Division was organized on 16 March 1923 in Indianapolis after major elements of the Division were in place throughout the three states.

The post-war 38^th did not look exactly like it did when organized in 1917. Based upon the experiences of World War I, some reorganization of Army divisions was accomplished following the war. With but minor internal exceptions, the infantry and field artillery stayed pretty much as they had been. There were some significant initial

changes in divisional support elements, and throughout the remainder of the 1920’s and into the 1930’s additional changes were made. Organization of the Division in the 1920-23 time frame is indicated below (with exception noted in brackets [ ] ).

Headquarters 38^th Division (Indiana, some staff officers in Kentucky).

Headquarters Detachment, 38^th Division (Indiana) [organized in 1924].

Headquarters Special Troops (Indiana).

Headquarters Detachment, Special Troops (Indiana).

Headquarters Company, 38^th Division (Indiana) [organized in 1924].

38^th Tank Company (Kentucky) [relieved from assignment to the Division

in 1932 and redesignated as a unit of the new 192d Tank Battalion,

mobilized for active federal service in 1940, and suffered high battle

casualties in late 1941- early 1942 as part of the last defense against

the Japanese invasion of Luzon, Philippine Islands].

38^th Military Police Company (Kentucky).

113^th Ordinance Company (Kentucky) [organized in 1936].

38^th Signal Company (Indiana).

Headquarters 75^th Infantry Brigade (Kentucky).

149^th Infantry Regiment (Kentucky).

150^th Infantry Regiment (West Virginia).

Headquarters 76^th Infantry Brigade (Indiana).

151^st Infantry Regiment (Kentucky).

152d Infantry Regiment (Indiana).

Headquarters 63d Field Artillery Brigade (Kentucky).

138^th Field Artillery Regiment [75mm Field Gun] (Kentucky).

139^th Field Artillery Regiment [75mm field Gun] (Indiana).

150^th Field Artillery Regiment [ 155mm Howitzer] (Indiana).

113^th Engineers [Regiment] (Indiana, Kentucky).

113^th Medical Regiment (Indiana, Kentucky).

38^th Division Quartermaster Train (Indiana, Kentucky) [became the 113^th

Quartermaster Regiment in 1937].

Although not an organic part of the 38^th Division, an observation squadron was organized in Indiana to provide air support for the 38^th. The 137^th Squadron (Observation) was organized in 1921, and was redesignated as the 113^th Observation Squadron in 1923. The 113^th and its medical department detachment were attached to the Division, and with the small Division air staff, all three were commonly known as the 38^th Division Aviation under operational control of the 38^th Division Air Officer.

From the early 1920’s through 1940, the eve of mobilization for World War II, several changes occurred as noted above in brackets, plus others dictated by internal state requirements. But notwithstanding the changes, the period of the 1920’s and the

1930’s were a time of relative stability for the Division. Organizational changes in the National Guard kept pace with most Army doctrinal changes.

Service in World War II

By late 1940 World War II had been raging in Europe for a year. The German Army was having remarkable battlefield successes due to its new blitzkrieg (lightning

war) tactics that combined infantry, tanks, and air forces with overpowering speed and thrust. The war started in late 1939 when Germany invaded Poland, which lasted barely a month. In early 1940 Norway lasted only two months. France capitulated in mid-1940. The great air battle of Germany over the skies of Great Britain was launched in August 1940.

Ominous clouds of war were spreading beyond Europe. The possibility of United States entry into the war, however remote to some, was nonetheless a possibility. It became a major concern to US Army planners.

The War Department ordered stepped-up training throughout. From 11-31 August 1940 at Camp McCoy/ Camp Williams, Wisconsin, the 38^th Division participated in Second Army maneuvers in its first-ever three-week field training period. While the Division was in training Congress passed necessary legislation that, among other things, ordered a general mobilization of the entire National Guard. Mobilization was to be for a one-year period of intensive training, after which all Guard units would return home better prepared for immediate wartime service if necessary.

National Guard units across the country were to be called to duty on a phased schedule starting in September 1940. In mid-September unofficial word was received that the 38^th Division would be mobilized at it birthplace, Camp Shelby, and that mobilization would occur in late October or early November. The 37^th Division, stationed entirely in Ohio, was mobilized in October and was sent to Shelby. But the actual mobilization date of the 38^th was yet to be announced.

It was not until two days before Christmas that, by Presidential Executive Order, the mobilization date of 17 January 1941 was confirmed. The 38^th Division, organized as shown on page 5 (including the 113^th Observation Squadron), entered active federal service on that date. As anticipated, the Division was ordered to Camp Shelby. The 113^th Observation Squadron was ordered to Key Field at Meridian, Mississippi, about 85 miles north-northwest of Hattiesburg.

Division units in all three states did not instantly depart their home stations on 17 January. Men reported to their armory unit headquarters’ every day for the next week or two, and for the most part they went home at night or slept in the armory. There were advance parties that left early for Camp Shelby to make initial contact, select the general layout of respective cantonment areas to which they were assigned, and

develop plans for later occupation by their main-body troops. Larger organizations sent quartering parties to make final on-site preparations for troop arrival.

For most units, the main bodies of troops started leaving during the last week in January. By early February all had cleared their respective states. Railroad troop trains took a great number of men. The rest went by military motor convoys.

Many Guardsmen who arrived in Mississippi had been there in 1917-18 with the Division. For them, many memories were recalled. Several officers and non-commissioned officers saw buddies from other parts of their own state, and some from the other states, that they had not seen in over 20 years. But for most soldiers of the 38^th it was a new place and a new experience.

Camp Shelby was reopened in September 1940 as a federal installation after six years of use by the Mississippi National Guard as a summer training site. On-post construction was in full swing when the 38^th arrived. Many troops were housed in tents upon arrival, but were later moved into permanent buildings as they were completed. Over 1,800 new wooden buildings and over 250 miles of improved roads were added.

In size Camp Shelby eventually comprised 360,000 acres plus another 400,000 leased nearby for maneuvers, making over 1,000 square miles available for training. Later during World War II with the 37^th and 38^th Divisions, other assorted Army and Corps level units, a convalescent hospital, post service facilities, a German prisoner of war camp, and other incidental activities, the soldier population increased to over 100,000. Making it at one time the world’s largest military training center.

For the 38^th it began a time of intensive training. Many of the Division’s officers and noncommissioned officers were sent to regular Army service schools for initial or refresher training. Many volunteered for officer candidate training. Organization, some realignment of personnel, refresher training in military basics, and progression to unit level field exercises followed in order.

Training was hampered because of weapons and equipment shortages. It was the same for most other mobilized Guard divisions. In addition to inadequate post facilities at most camps, Congress had let the military lapse into a state of unpreparedness following World War I with respect to the provision of weapons and equipment necessary to conduct training and combat operations. In 1941 the greatest automotive industry in the world still produced cars and prepared for the 1942 models while the Army remained desperately short of tanks, weapons, and other equipment. Veterans of the Division remember frequently using tree limbs and broomsticks to simulate weapons. Fortunately for the Army and for the United States, time would be on our side to rectify these serious shortcomings.

Although square divisions were still built around four infantry regiments, the wartime strength requirement of each division had been reduced by the Army over the past two decades to about 18,000 men, down some 10,000 from the World War I vintage. As spring 1941 arrived, the 38^th as mobilized was pretty well sorted out and firmly in place. It was now time to fill the gaps in its ranks. The Division as a whole,

comprising all elements from Indiana, Kentucky, and West Virginia, had adjusted to a total strength of just over 8,000 men. To reach wartime strength it would need almost 10,000 more.

Individual draftees soon began arriving, and by the end of April some 10,000 had reported at Camp Shelby for eventual assignment to the 38^th. A great percentage of them were from Indiana, Kentucky, and West Virginia. At post reception points, officers and men of the Division were on hand to help sort out arriving draftees by town, county, or geographical area of their home state. In this manner they could, insofar as possible, pick out friends, neighbors, acquaintances, and others from their home states and get them assigned to a “local” unit (e.g., a draftee from Kentucky could possibly get assigned to an original Kentucky unit).

September 1941 was a significant month in more ways than one. By then all draftees marked for assignment to the 38^th had been processed, had finished their basic training, were integrated into their respective units, and the Division was completing field exercises in the First Louisiana Maneuver (described later). Those who entered into federal service back in January knew they had only four months remaining before they could return home. The ones who entered service in the first callup in September 1940 were on the verge of going home then. It was that way for all National Guard units and individual draftees – one year of service and return home. A popular song at the time titled “Goodbye Dear, I’ll Be Back In A Year” summed up the general mood. But all the while a heated debate was raging in Congress.

Amid the ever-growing threat of the United States being drawn into the war in Europe, and of deteriorating diplomatic relations with warlike Japan, the reality of losing a great part of the Army’s active duty National Guard units and thousands of draftees at a critical time became quite apparent. Could the nation afford to drastically reduce the size of the Army in the face of the growing crisis? Counter to that question were some vocal but influential groups whose sentiments were expressed as “anti-involvement at all costs.”

With those two dominant themes on the minds of most lawmakers, it is not surprising that a heated debate raged in Congress with respect to extending the original one-year active duty period. The end result was the Military Service Extension Act that extended the period for all Guard units and draftees from one year to 18 months. In the House of Representatives it passed by a single vote. But it passed, nevertheless, on 16 September at the “eleventh hour.”

Eighty-three days later the Empire of Japan plunged the United States directly into World War II. Had the Congressional extension not passed thousands of Guardsmen and draftees would have already been released from active federal service by 7 December 1941, the day the Japanese attacked our military installations at Pearl Harbor without warning. Men of the 38^th Division who came on duty in January would have been making final preparations in December to depart Mississippi for their homes the following month. In effect, the nation would have been executing a major program of reduction of our active duty armed forces.

For Congress and the War Department to have had to stop the momentous release of personnel in mid-stream following Pearl Harbor, turn it all around again to increase the size of our active duty forces, and at the same time begin preparations for engagement of an enemy in world-wide war, it could have been a disastrous mobilization exercise of unparalleled proportions. In all probability mass confusion would have reigned supreme. That single YEA vote in the House, from the standpoint of early action necessary to put the Army on a war footing, is indeed a classic example of “being saved by the bell.”

From late 1941 through late 1943 the 38^th trained, underwent a major reorganization and realignment, trained some more, and boarded for a water convoy move to the combat zone.

During most of August, all of September, and into early October 1941 the 38^th Division was engaged in preparation for, movement to, participation in, and return from the largest single peacetime field maneuver of US Army forces ever conducted to that time. To this day it has never been duplicated in size and scope.

The exercise itself is still referred to from time to time as The Great Maneuvers, The Field Maneuvers of 1941, The 1941 Louisiana Maneuvers, The First Louisiana Maneuver, The US Army GHQ [General Headquarters] Maneuvers of 1941, and several other oft-used titles of various vintage. In any case, the First Louisiana Maneuver has been misunderstood by not only many readers of the history of the period, but by most of the soldiers that participated in it at the time. From top to bottom it was unique.

Not in what can be termed modern times, until about the mid-1930s, had the Army taken any serious steps toward organizing and training field maneuver elements of large formations at the higher corps and field army levels. The First Louisiana Maneuver was designed to do that, involving two field armies totaling upwards of a half-million men pitted against each other in a gigantic training exercise. Nothing like it had been attempted before.

The approximate geographical center of the maneuver area was some 250-300 miles due west of Camp Shelby near Alexandria, Louisiana in the general vicinity of where Fort Polk is today. The area encompassed over 30,000 square miles of public and private land in western Louisiana and eastern Texas.

One of the more important aspects of the exercise was to field test a new “triangle” organizational structure for Army divisions against the standard square division. Regular Army divisions were just completing restructuring into triangle divisions built around three infantry regiments. National Guard divisions, the 38^th included entered service as square divisions built around four infantry regiments. There were many inherent differences, but generally the square division was larger and had more battlefield staying power as compared to the new triangle division that was smaller, more flexible, and more maneuverable. New doctrinal approaches were tried as armor forces were introduced into the exercise, and extensive use of Army aircraft was made.

From a location in southwest Louisiana near the Texas border, the 38^th Division took up positions as part of Third Army (the maneuver Blue Army) facing north against Second Army (the maneuver Red Army). During the last half of September the two giant armies dueled it out on the “battlefields” of Louisiana and Texas that had battle lines at times extended 50 or 60 miles long. Many lessons were learned by the Army from top to bottom, and the maneuver served as the doctrinal embryo for large-scale operations throughout World War II.

Early 1942 was a time for structural change. On 1 March the 38^th Division, the standard square division shown as organized on page 5, became the new triangle 38^th Infantry Division. Wartime strength was reduced from about 18,000 in the square division to around 13,000 in the triangle division. Many changes occurred throughout the 38^th, the major ones being elimination of both infantry brigade headquarters’, elimination of one infantry regiment, replacing the field artillery brigade headquarters with a new division artillery headquarters, replacing the three field artillery regiments with four smaller separate field artillery battalions, and break-up of the engineer, medical, and quartermaster regiments. The 38^th Infantry Division structure now consisted of the following major components, indicating from which state the historical trace of parent organizations originally came.

Headquarters 38^th Infantry Division (Indiana, Kentucky, West Virginia).

Headquarters Company, 38^th Infantry Division (Indiana).

38^th Signal Company (Indiana).

38^th Cavalry Reconnaissance Troop (Indiana).

149^th Infantry Regiment (Kentucky).

151^st Infantry Regiment (Indiana).

152d Infantry Regiment (Indiana).

Headquarters 38^th Division Artillery (Kentucky).

138^th Field Artillery Battalion [ 105mm How] (Kentucky).

139^th Field Artillery Battalion [ 105mm How] (Indiana).

150^th Field Artillery Battalion [ 155mm How] (Indiana).

163d Field Artillery Battalion [ 105mm How] (Indiana).

113^th Engineer Battalion (Indiana).

113^th Medical Battalion (Indiana).

113^th Quartermaster Battalion (Indiana, Kentucky) [later broken up and

reorganized into a quartermaster company, ordinance company,

etc as part of Special Troops].

The Division lost some 5,000 men in the reorganization. One infantry regiment was separated from the 38^th. Two field artillery battalions were lost. One engineer battalion was lost. A medical battalion was lot. Out of these and several other units separated from the 38^th, new field artillery, engineer, medical, quartermaster, and tank destroyer units were formed that subsequently served throughout the country and in various war zones. All divisional regimental bands were eliminated. Only two remained to eventually form a new 38^th Division Band.

Since extension of the active duty period back in September 1941, followed by entrance of the United States into World War II in December, everything done and everyone doing it took on a more serious air.

Small task forces from the 38^th were organized, placed under command of the Southern Defense Command, and deployed at strategic locations along the Gulf of Mexico to counter any possible enemy submarine raids or possible force invasion from the sea. They were relieved in February 1942 after an air/land/sea patrol system was in place.

The Division deployed west again for additional Louisiana maneuvers in September, October, and November, but this time on a smaller scale than the year before. Orders then routed the 38^th to Camp Carrabelle (later renamed Camp Gordon Johnson) southwest of Tallahassee, Florida for jungle and water borne training. In late January 1943 the Division moved to Camp Livingston near Alexandria, Louisiana, where tactical exercises, standardized testing of unit and individual combat skills (a product of the First Louisiana Maneuver), live fire exercises, and intensive training against fortified positions were the order of the day.

In late 1943 the 38^th received orders to move cross-country to San Francisco for water transport to the Pacific Theater of war. Orders were changed, the Division loaded aboard ships at New Orleans over the 1943-44 holidays, and during the first week of January 1944 set sail by water convoy through the Panama Canal bound for the United States Territory of Hawaii (see sketch map on page 12).

By 21 January the entire Division was on the Island of Oahu. The 38^th relieved the 6^th Infantry Division of its ground defense mission on the island, and the 6^th soon set sail for the Island of New Guinea off the north coast of Australia.

Duty in the beautiful Hawaiian Islands consisted of 24-hour alert shifts manning coastal defensive positions, more water borne training (this time on the high seas), night land navigation, unarmed combat, and jungle survival training. There was some time for sightseeing, but after six months the Division’s soldiers knew they were much nearer to the real war than anyone had previously thought.

In July the Division loaded and began its second water convoy move under sealed orders. At sea it was revealed the destination was New Guinea. It took about 12 days for most of the Division to reach debarkation points at Oro Bay on the southeast part of the island (see sketch map on page 12). Four months of security patrolling and skirmishes with Japanese forces followed, accompanied by additional jungle training and learning to live the hard way. The heat was intense under a constant broiling sun, the jungles were extremely dense, the water supply was poor, and a diet of Australian canned mutton took some getting used to.

By November 1944 the 38^th was a well-trained and ready division. Orders were received for the next convoy move, which would stage the 38^th for the real test of combat. It would place the Division on the Island of Leyte in the Philippines (see sketch maps on pages 12 and 14).

At this point a momentary reflection of the time period may be in order.

Periodically the question is raised as to just why the 38^th Infantry Division was where it was when it was. In order to answer that logical and important question, and to fix the division in its time and place in the history of the war, it is important at this point to understand the overall strategy on both the Allied as well as the Axis sides. A three-year series of grand strategy moves on both sides had their beginning in 1941 in the Pacific Ocean insofar as the United States is concerned.

Central to the war and to the 38^th Infantry Division are two events around which the immediate following paragraphs are built. The first is the attack on Pearl Harbor that plunged the United States into war, and the second is the surrender of the Bataan Peninsula in the Philippines and the subsequent Death March.

In July 1941, after a decade of Japanese expansion by aggressive military force in Manchuria, China proper, and Southeast Asia, President Franklin D. Roosevelt demanded a withdrawal of her troops from Indo-China, ordered a freeze of her assets in the United States, and placed an embargo on her oil supply. Japanese military successes and probable future courses of military action could no longer be tolerated as she moved ever southward to ring the South China Sea. Japan’s successful quest to consolidate oil, rubber, tin, and other natural resources could tilt the economic balance of the Pacific region to the determent of western countries that had significant interests there. Most of the raw materials needed by the Japanese were to feed an ever- growing war machine.

Among other things it would definitely present a clear and unmistakable danger to the Philippine Islands. By late November diplomatic relations between the United States and Japan were near the breaking point.

Japan had three basic options. One was to go to war with the United States to protect what she had gained, and to further expand southward by force. Another was to stop expansion southward and return what she had gained, thereby raising the possibility of severe internal economic strain. Yet another was to stop expansion southward, soften her policies, and perhaps negotiate some settlement of give and take that would satisfy all parties concerned in the long run. She chose the first option.

The American fleet anchored in and around Pearl Harbor on the south shore of the Hawaiian Island of Oahu, U.S. Territory of Hawaii, and surrounding Navy and Army shore installations, were all attacked without warning via a devastating blow at 0800 hours on a quiet Sunday, 7 December 1941 by Japanese warplanes operating off six aircraft carriers far out to sea to the north. The attack lasted for two hours.

Six American battleships were sunk or badly damaged at their harbor moorings. Cruisers and destroyers were targeted and hit. Half of the Army Air Corps’ planes were destroyed, most while still on the ground. The death toll was over 2,400. Over 1,000 others were wounded. The United States was suddenly at war.

From the outset Japan’s strategy was to swiftly destroy the American fleet in the Pacific. The prime targets were American aircraft carriers. Fortunately, and unknown to the Japanese, what was present of the pacific carrier fleet was at sea out of Pearl Harbor at the time and escaped destruction. Although the initial attacks were crippling enough, had the Japanese executed follow-on reconnaissance and attacks at Pearl, they might well have completely destroyed all fleet capability (i.e., had they searched for and found the carriers, and had they destroyed the Navy’s shore repair facilities). A popular song titles “Remember Pearl Harbor” echoed the spirit of the will to defeat the Japanese throughout the war by servicemen and women and by the public at large.

In a major ground action initiated two weeks after the bombing of Pearl, the Japanese came ashore in force at the Lingayen Gulf on the main Island of Luzon in the Philippines and drove south toward Manila (see sketch map on page 14). Several thousand American troops were stationed on the island at the time. The American Army, along side a larger Filipino force, outnumbered, outgunned, and outsupplied, made a brilliant strategic move to concentrate their defense on the Bataan peninsula rather than make a final stand at Manila. What happened there helped to strengthen the American will to win, and also figured prominently in the future of the 38^th Infantry Division.

The Bataan Peninsula, varying in places from 12-20 miles wide (east to west) and about 30 miles long (south to north), became the sole remaining American military stronghold on Luzon. But it could not be sustained for very long. The Americans and Filipinos with them were soon living on starvation rations of rice. They had already eaten their horses, and were eating dogs and any small animals they could find. All were weak from lack of food, many were suffering from dysentery and malaria, casualties were mounting, ammunition was in extremely short supply, and those still able to fight were dead tired from constant battle with the Japanese. It got worse with every passing day.

In early April 1942 following a renewed Japanese offensive, Major General Edward P. King Jr. could subject his men to no more. He was forced into unconditional surrender of the estimated 10,000 Americans and 60,000 Filipinos that comprised the Luzon Force command. The following month Lieutenant General Jonathan L. Wainwright, with headquarters on the offshore Island of Corregidor, was compelled to surrender the remaining American forces throughout the Philippines. The former 38^th Tank Company of the 38^th Division from Kentucky had been mobilized, sent to the Philippines, and suffered greatly during the final stages of the defense (see troop list on page 5).

American and Filipino prisoners were forced to march from the southern tip of Bataan north to imprisonment at Camp O’Donnell (see sketch map on page 16). The area around O’Donnell was a pre-war American hose cavalry training area. It was a straight-line distance of roughly 65 miles but the march in groups of about 800-1,000 over roads and trails, with a short part of the distance in grossly overcrowded rail cars, was as much as 75-90 miles for some.

The prisoners were subjected along the 10 to 12-day march to inhumanly brutal treatment by their Japanese captors. They were denied water, were starved even

further, were made to rest briefly in the broiling sun rather than in roadside shade and were beaten and clubbed along the route. Many died of disease, starvation or of sheer exhaustion. Many were simply shot or bayoneted to death at will for no reason. Those that did survive the march either died at Camp O’Donnell or were shipped later on to Japan as slave labor in mines and factories where many more would die. Well over half of the 10,000 Americans captured on Bataan never lived to see the end of the war.

It was not until two years later, following the escape of a handful of survivors that the public learned the details of what became known as the Bataan Death March. Stories of unbelievable cruelty and wanton killing shocked all America, and citizens at home and members of the armed forces alike united in a common goal of wanting desperately to avenge what had happened on Bataan. Three years after the Bataan Death March, providence would provide the 38^th Infantry Division with the opportunity to do just that.

In the meantime, largely because of the American defensive stand on Bataan and subsequent failure to take the Island of New Guinea, the Japanese timetable was set back and Australia was spared a direct attack. Australia was used later in the Pacific campaign as the initial base for Allied reconquest of the region to the west and to the north.

In August 1942 General Douglas MacArthur, as commander-in-chief of Allied forces in the Pacific, started the long road back with the final objective as Japan itself. In late 1943 the initial Allied strategy was changed. Rather than fight for every island and piece of land, a bypass method was developed whereby only certain territories were seized and secured to serve as logistical bases for future operations. It was a plan to “leapfrog” from one predetermined island to another, bypassing and isolating many Japanese and leaving them in temporary positions to offer no substantial impediment to the main Allied thrust. Follow-on operations would neutralize them later. This method shortened the fighting distance and the military effort necessary for the planned invasion of Japan itself. As more territory was regained, more troop units were

needed, and more from the United States had to be fed into the region through a systematic pipeline.

The 38^th Infantry Division was in that pipeline to the Southwest Pacific Theater of operations. In January 1944 when the Division sailed for the Hawaiian Islands, the Allies were firmly established in eastern New Guinea and were moving westward against Japanese forces there. By July when the 38^th was moved from Oahu into eastern New Guinea, the Allies had recaptured key positions in some of the Pacific Island chains, and were just over a month away from the last battle for New Guinea. In late November- early December the Division was redeployed from New Guinea to the Island of Leyte in the Philippines (see sketch maps pages 12 and 14). It was part of the leapfrog strategy in getting ever closer to Japan. The 38^th had now moved through the pipeline from the tail in the United States to very close to the mouth in the Southwest Pacific.

Because of its relative size and geographical location, Leyte was a key to further operations in the Philippines. General MacArthur advanced his timetable for the invasion of Leyte from December up to October, but it took longer to retake than he had hoped. The 38^th Infantry Division, as with some other United States forces, was not scheduled to participate in the battle for Leyte. But the fight was still going on when the 38^th landed on the East Coast on 6 December 1944. One hundred twenty-two men of the 149^th Infantry Regiment were lost when a Japanese Kamikaze suicide plane attacked the Marcus Daly out in the Leyte Gulf just prior to landing.

Division troops landed under fire. Japanese paratroopers had unexpectedly taken a nearby inland airstrip, and enemy support aircraft were flying low and strafing the Division beach landing areas with machine gun fire. It was rainy, soldiers wee over knee deep in mud, vehicles bogged down, bivouac areas were under water, and foxholes were like swimming holes. The airstrip was retaken, and fighting continued for four days. The 149th Infantry Regiment accomplished most of the action. The 151^st and 152d Infantry Regiments wee both deployed to other locations, and mopping up operations continued for another two weeks. The island was declared secure on Christmas Day, and by the first week of January 1945 the 38^th was well into the process of reassembling itself. It was now on to Luzon.

Most of the Joint Chiefs of Staff in Washington, and the Navy commander in the Pacific, had wanted to bypass Luzon and go straight for Formosa as the final stepping-stone to Japan (see sketch map on page 12). General MacArthur all the while pressed for Luzon as the next major objective, suggesting among other things the need for a large logistical base, and that Formosa might even be bypassed later. MacArthur won out with President Roosevelt, and was given the go-ahead in October to invade Luzon.

Precisely as the Japanese had done three years earlier, the Army’s I and XIV Corps’ launched the Allied main effort via a full-scale assault landing on 9 January 1945 in the Lingayen Gulf (see sketch map on page 14). The mission was a direct drive south to recapture Manila.

Back on Christmas Day the Division staff was briefed on the 38^th’s part in the Luzon campaign. Operation M-3 was to be a supporting amphibious attack at Vigan to secure the north (left) flank of the Lingayen Gulf operation. M-3 would consist of the 38^th Infantry Division, and the 34^th Regimental Combat Team (RCT) from the 24^th Infantry Division, s the major combat elements under control of Headquarters XI Corps. On 11 January, after learning that most of the Vigan area was in control of friendly Philippine guerrillas, Operation M-3 was cancelled.

On 19 January the Division was notified of participation in an alternate plan, Operation M-7. The XI Corps task organization for M-7 would remain the same as originally established for M-3. The new plan was to conduct a corps supporting amphibious attack on the west shore of Luzon north of Bataan, push east to divide the Japanese forces, prevent the enemy form moving south into Bataan for the concentrated stand in strength, secure Bataan, and ultimately assist in the recapture of Manila. Specific missions for the 38^th were spelled out in XI Corps Field Order 3; conduct assault landings on 29 January in the southern Zambeles Province, secure the airfield near San Marcelino and the naval base at Subic Bay, and seize and occupy the territory along an east-west line from the South China Sea to Manila Bay, which would seal off the Bataan Peninsula form the north. On 30 January, the day following the assault landing, the mission was modified to include participation in amphibious operations on the south end of the peninsula, and further operations on the islands leading into Manila Bay. Before the campaign was over the Division would fight east of Manila itself.

A pause may be in order here to set the stage with respect to the forces involved and under whose control they were employed at different times. Frequently during the ensuing campaign, the Division as a whole, regiments and other forces of the Division, and sister non-divisional combat elements, were for the most part all passed from control of one higher headquarters to another and back again on several occasions. Under the circumstances during combat conditions this is normal.

Initially in the battle for Luzon there wee two field armies involved (Sixth and Eighth), three subordinate corps ( I, XI, and XIV) that made up the two armies, and several subordinate divisions ( 6^th, 37^th, 38^th, etc) and regimental combat teams (1^st, 34^th, etc) that were in turn assigned to one of the corps’. Later as combat actions developed and as situations changed, control was frequently passed from one headquarters to another. It is mentioned here as a counter to possible confusion in some of the following pages.

The task organization, and disposition of 38^th Infantry Division combat and support elements at the time of the initial assault landing, are important for an understanding of what forces were available.

· Headquarters XI U.S. Corps: The Division’s immediate higher headquarters,

commanded by Major General Charles P. Hall.

· 38^th Infantry Division: Reinforced with additional combat and support units,

and assigned to XI Corps as a sister combat element to the 34^th RCT. Task

organization for the Division’s assault phase on 29 January was as follows.

Headquarters 38^th Infantry Division.

Headquarters Company and Military Police Platoon, 38^th Infantry Division.

149^th Infantry Regiment.

151^st Infantry Regiment (-).

Headquarters and Headquarters Battery, 38^th Division Artillery.

11^th Field Artillery Battalion (155mm How) (from the parent 24^th Infantry

Division).

138^th Field Artillery Battalion (105mm How).

139^th Field Artillery Battalion (105mm How).

163d Field Artillery Battalion (105mm How).

113^th Engineer Combat Battalion.

113^th Medical Battalion.

38^th Signal Company.

738^th Ordinance Light Maintenance Company.

Various units and detachments attached from XI Corps, such as a

portable surgical hospital, a tank company, and a support air party. Most

of these elements would remain with the Division throughout the Luzon

campaign. Later after the assault phase, other units or parts of units were

attached to the 38^th such as searchlights, chemical smoke mortars, tank

destroyers, antiaircraft artillery, medical, augmented communications, etc.

38^th Quartermaster Company: Attached initially to the XI Corps quarter-

master for over-the-beach supply operations.

Part of the Division was left back on New Guinea in November. Shipping was at a premium, and not all Division elements were deemed critical for the early assault phase on Luzon. They were to be brought up and inserted once a beachhead was established. The following stay-behind elements sailed from New Guinea directly to Subic Bay, arriving on 11 February.

150^th Field Artillery Battalion (155mm How).

38^th Cavalry Reconnaissance Troop.

Company E, 2d Battalion, 151^st Infantry Regiment.

38^th Infantry Division Band.

Various other small detachments.

Final shipping assignments were not provided to the 38^th for the assault phase of Operation M-7 until 21 January. Starting on the 26^th, the Division began loading all supplies, equipment, and troops.

The corps assault convoy sailed south out of Leyte, turned west below Negros Island into the Sulu Sea, and proceeded north-northwest through the Mindoro Straight into the South China Sea to its destination on the west coast of Luzon (see sketch maps on pages 14 and 16). The XI Corps went ashore at 0800 hours on 29 January with four regiments abreast. Between the small towns of San Felipe and San Narcisco the 151^st Infantry Regiment (-) was on the Division left (north), the 149^th was in the Division center, and the 152d was on the Division right (south). The 34^th RCT landed on the corps right (south) near San Miguel.

A Navy patrol boat took some of the Division staff in close to inspect the landing areas at 0630 hours. Filipinos flying the American flag greeted them. There was no Japanese resistance present. A planned Navy pre-invasion shore bombardment was cancelled.

The ease with which the landings were made gave rise to speculation that the American force was being drawn into a trap. But in reality the Japanese Army had withdrawn eastward into the jungle for a major defensive stand there rather than fighting it out on the beaches. In fact, Colonel Sanenobo Nagayoshi, commander of the major Japanese force, did not learn of the landings until the following day. By 1800 hours on the 29^th a XI Corps beachhead had been established that encircled San Marcelino and an adjacent airstrip.

From late January through early September 1945 the 38^th Infantry Division was engaged in several significant combat operations on Luzon, some of which were conducted simultaneously. To track it all from a pure chronological standpoint would no doubt cause a bit of confusion. For the purpose of this history, as a means of making it more readable and understandable, the important geographical and sequential combat operations are divided into separate “phases” that can stand alone on their own merit.

· Zig Zag Pass: This phase started with the landings on 29 January and

continued with the Division’s drive eastward through the pass, terminating on

14 February.

· Southern Bataan-Amphibious Landings: This phase was initiated on

11 February and was completed on 17 April. It included the fight to regain

control of the entire peninsula, and entailed operations on four offshore islands.

· Fort Stotsenburg: This phase began on 7 March to cut Japanese escape

routes to the north. It lasted through 30 April.

· Manila: This phase was conducted from 30 April through 30 June to secure

the area east of the city. It marked the end of Operation M-7.

· Mopping Up: This phase continued east of Manila from 1 July through

2 September, when the last combat action by the Division in the Philippines

was conducted.

On the morning of 30 January, XI Corps passed from control of Eighth Army to Sixth Army, which now had control of I and XIV Corps’ driving south toward Manila, and of XI Corps driving eastward to seal off Bataan and link up with XIV Corps.

The forthcoming two-week drive to the east would be fraught with confusion, frustration, disbelief, some of the most intense fighting encountered in the Southwest Pacific, the relief of a Division regimental commander. It all centered around the battle of Zig Zag Pass.

The 151^st Infantry Regiment, still waiting for its Company E to arrive from New Guinea, secured the entrance to Subic Bay from the south, and was ordered into XI Corps reserve. The 34^th RCT took the town of Olongapo. The 152d Infantry Regiment was given the mission to pass through the 34^th and drive eastward along an irregular and unimproved Route 7 about 20 miles to Dinalupihn. The 149^th Infantry Regiment was ordered to move eastward, north of and parallel to the 152d, link up with XIV Corps, then turn south and west along Route 7 to meet up with the 152d. General Hall of XI Corps believed that Route 7 could be taken in less than a week.

But on the morning of 1 February, after about three miles of steady progress, the 152d ran into Japanese strongpoints at what became known as Horseshoe Bend, the first of major Zig Zag Pass obstacles. Two day of high casualties for the regiment produced no eastward progress. Twisting terrain, give and take of ground with the Japanese, communications difficulties in the thick jungle, and relocation of battalions to try to find the main line of resistance, all contributed to difficulty in correctly identifying all units of the 152d at all times with respect to their exact locations. The northwest-to-southeast line of Japanese defenses, definitively unknown at the time, also contributed to the confusion.

It will help to understand the type of terrain in which Zig Zag Pass was located. It is described as accurately as anywhere, in the Army’s “Green Book” historical series on World War II.

“….few pieces of ground combine to the same degree both roughness and dense

jungle. Route 7 twists violently through the pass, following a line of least terrain

resistance that wild pigs must originally have established. The jungle flora in the

region is so thick that one can step five yards off the highway and not be able to

see the road. The Japanese had honey-combed every hill and knoll at the

Zig Zag with foxholes linked by tunnels or trenches; at particularly advantageous

Organization, and Service in World War I

Following World War I

Service in World War II