General Alfred M. Gray, Jr – Warfighting Innovator

The Marine Corps lost one of its great and visionary leaders on 20 March 2024. In the many public eulogies that marked Gen Alfred M. Gray’s passing there were three aspects of his life and career that stood out: his leadership, his focus on combat readiness, and his role in promoting maneuver warfare and the creation of FMFM 1, Warfighting. This article focuses on the latter aspect, Gen Gray’s achievements as a warfighting innovator. His contributions in this role both deserve explanation and illuminate many of his other merits worthy of emulation today. 

Of the many models of military innovation presented by political scientists and historians, several highlight the importance of mavericks with new radical ideas and senior officer “champions” who protect them.1 Gen Gray’s greatest contributions to the adoption of maneuver warfare by the Marine Corps are not that he was an early adopter, or even that he served as the champion who fostered and promoted maverick innovators (though both of these are true). Instead, it was his genius for blending traditional Marine Corps values with unconventional ideas throughout his career. Gene Gray advanced bold new ideas and programs again and again over his decades of service, but was simultaneously a traditional leader of Marines who embraced the Corps’ customary expectations. “Al” Gray had a keen intellect and an open mindedness that helped him appreciate the importance of a new way of thinking about warfare but he also had unimpeachable credibility as a warrior and leader of Marines. This allowed him to blend the new ideas with the Corps’ traditional values, and in the process foster a fundamentally different approach to war for the Marine Corps.  

Born in Rahway, New Jersey, in 1928, Alfred M. Gray, Jr. studied at Lafayette College in Easton, Pennsylvania for more than two years before the Korean War broke out, prompting him to enlist in the Marine Corps. He served in Korea as a sergeant in an amphibious reconnaissance unit and was selected for a commission in 1952. After training as an artillery officer, he returned to combat in Korea with the 11th Marines and then extended to serve as an infantry officer with 7th Marines. Even in the earliest years of his career, Lt Gray demonstrated not only strong leadership but also uncommon versatility. 

In the years following the end of open hostilities in Korea, Lt Gray was involved in several assignments relating to special operations and intelligence. He attended Communications Officer School and was then assigned to one of the Marine Corps’ first Cold War signals intelligence and cryptological efforts. Gray received linguistics training in several East Asian languages and spent the next five years in assignments focused on communications intelligence in the Western Pacific, including activating the 1st Composite Radio Company in Hawaii. His growing expertise in signals intelligence then led to command of a signals intelligence detachment supporting Headquarters Marine Corps, and he used this position to advocate for Marine linguistics and cryptological capabilities.

By the time Al Gray ended his first decade of commissioned service, he had repeatedly succeeded in positions creating new organizations and developing new techniques and tactics. He developed deep expertise in a field that focused on gaining insight into an adversary’s mind and routinely engaged in competition in the information domain. His talent for linguistics, which involves cultural aspects of communications, also indicated great flexibility of mind and perspective. For the East Asian languages and the military subjects on which he focused, this would include an appreciation for deception, indirect approaches, and stratagem. Long before Al Gray was exposed to the concept of maneuver warfare, he came to appreciate ideas that would be among its central tenets. 

Vietnam War experience figures prominently in the reasons many Marines took an interest in maneuver warfare. Gray’s first assignment in Vietnam began at the very start of the conflict, in 1964 as a major in charge of Marine Detachment, Advisory Team 1, the first Marine ground unit in Vietnam. After leading this unit in its sensitive intelligence-gathering missions, Gray extended his tour in Vietnam, returning to the artillery as a staff officer and aerial observer in the 12th Marines. After a brief respite, Al Gray returned to Vietnam in 1967, commanding an artillery-heavy task force along the Demilitarized Zone, followed by command of 1st Radio Battalion. In the latter role, one where it was important for Gray to advocate for intelligence-driven operations at the Marine Amphibious Force headquarters, LtCol Gray continued to distinguish himself as a “Marines Marine,” often going forward to ensure his Marines knew he understood their hardships. Although Al Gray’s next assignments were in the United States, leveraging his unique expertise in intelligence matters, he was not pigeonholed as a specialist. He went on to command an infantry battalion and regiment, then Col Gray commanded the 33d Marime Amphibious Unit and served as Deputy Commander of the 9th Marine Amphibious Brigade, returning to Vietnam in 1975 as the on-scene commander of the amphibious task force for the final evacuation of Saigon. By the end of the Vietnam War, Col Gray was a leader with broad experience in warfare and who appreciated the fundamental complexity and unpredictability of war. He understood the value of outsmarting one’s enemy rather than seeing war as a simple contest to find, fix, and finish the enemy with maneuver and supporting arms. It was this appreciation, one founded in a certain way of thinking about war, which primed him to see value in unorthodox ideas being expressed by some defense reformers he would soon encounter, William S. Lind and John Boyd. 

Exposure to Unconventional People and Ideas
Gray’s contact with Lind and Boyd came early in the time when they were each forming radical new ideas. In the spring of 1976, Lind, a reform-minded Congressional staffer, was engaged in a critique of a new U.S. Army doctrine he considered too static to succeed in the face of the Warsaw Pact’s numerical superiority in Europe. Lind thought a better answer lay in the German way of war, emphasizing mobility, aggressive action, and independence of action for capable commanders. To help his audience understand his argument, Lind created a model which contrasted the traditional American way of war based on firepower and attrition, with what he called “maneuver doctrine,” a style that emphasized disruptive mobility over firepower. It is clear in the definitions Lind offered at the time that he was explaining what is now known of as attrition warfare and maneuver warfare.2  It is also clear that in the same months Lind began making this argument, he encountered BGen Gray and considered Gray receptive to his new ideas.3 Soon after, as the head of the Development Center in Quantico, Al Gray was overseeing Marine Corps experimentation with mechanization and became an advocate for the Marine Corps to adopt the Light Armored Vehicle, a program that benefitted from Lind’s political influence. 

Gen Gray also took a great interest in John Boyd’s work, sitting through his lengthy “Patterns of Conflict” briefing several times through the years when Boyd was incorporating his own ideas on “maneuver conflict.”4 It is likely Gray was not just impressed by Boyd’s description of maneuver conflict, or even the OODA Loop, for which Boyd later became famous. The deeper message in Boyd’s briefing was a product of his own deep interest in Eastern ways of thinking, to include Taoism and Sun Tzu’s The Art of War. Boyd’s central argument in “Patterns of Conflict” was that success in war required leaders to appreciate its fundamentally unpredictable nature and adapt faster than their enemies. Boyd saw Variety, Rapidity, Harmony, and Initiative as the critical qualities needed to achieve victory, ideally by disrupting an adversary in the moral and mental domains, rather than by focusing on simple physical destruction. 

Gray was attracted to the ideas of these two outsiders to the Marine Corps because they comported with his own sense of and experience in war. He saw enough value in Lind’s and Boyd’s unconventional views to overlook the idiosyncrasies of the abrasive political operative and the retired Air Force fighter pilot considered a loose cannon by his own Service. Other Marines were less interested in looking past these eccentric personalities, especially in the case of Lind, who came across as a pedantic know-it-all despite his lack of military experience, and who used his political influence to push unwilling military organizations to change. 

Patron of the Maneuver Warfare Movement
As the Marine Corps lost interest in mechanization on a large scale, Bill Lind turned his efforts toward getting Marines to understand and adopt his broader notions of maneuver warfare. Part of this took place in the pages of the Marine Corps Gazette, but Lind also worked closely with the Chief of Tactics at the Amphibious Warfare School (AWS), LtCol Micheal Wyly. Together they began fleshing out ideas about maneuver warfare and how to teach it. Wyly began to include these ideas in AWS’s curriculum, while Lind held an elective seminar where he was able to both shape and learn from some of the most eager students. 

For all the hard work that was accomplished at AWS, in 1981 the idea of maneuver warfare was still largely theoretical. Some supporting concepts had been worked out but remained unproven. This began to change that summer when MajGen Gray assumed command of the 2nd Marine Division. He immediately set out to make his division a place for experimenting with the new ideas and formed a panel of officers to collaborate, evaluate training, and make recommendations.5 Many members of this Maneuver Warfare Board were recent graduates of AWS and Lind’s elective seminar. Assignment to the board empowered the younger officers to steer the division and its activities according to what they had learned, with Gray serving as the driving force for getting their ideas implemented. A series of exercises were held to test and refine the new ideas, yielding insights into the core warfighting functions of intelligence, maneuver, fires, and command and control. The exercises also revealed many other aspects of operations that would need to be adjusted for the new approach, including general logistics, maintenance, and even food service.6 Another important product of this experimentation was the conversion of skeptics. After seeing the new concepts and tactics in action in free-play training, some began to appreciate just how effective they could be.  

An intense debate had begun in the pages of the Gazette, sparked by Lind’s initial efforts to explain maneuver warfare in 1980. It expanded and intensified as Marines were exposed to the new ideas in the field, in conversation, and in what they were reading. Some questioned the origin of the new ideas, arguing that the Marine Corps had little to learn from the Germans, who lost two world wars. Some also questioned whether the Corps should accept the advice of a civilian like Lind, whose pointed critiques of the officer corps were meant to provoke reform, but alienated many. Some debated the meaning of the ideas behind maneuver warfare, which were not well understood. Maneuver warfare called for a decentralized approach to command and control, and while some Marines recognized the dangers of micromanaging tactics in combat, others saw the notion of decentralization as a threat to discipline in the Marine Corps. Another major issue was the idea of attempting to disrupt an enemy rather than making direct attacks. To many, this suggested that the maneuver warfare advocates were making impossible promises of bloodless victories. In a Corps which embraced order and took pride in its heritage of prevailing in combat against impossible odds, maneuver warfare concepts provoked deep-seated cultural resistance, especially when they were misunderstood. 

As the debate raged through its first five years, Gen Gray did not contribute to it in the pages of the Gazette. He certainly saw value in the ideas expressed there, for he made several of those articles required reading within the 2nd Marine Division. When he did make public statements about maneuver warfare, though, Gray downplayed the conflict. For example, he described it as “a style that many Marines have employed over the years” and “at the conceptual core of some of our most successful amphibious operations,” citing the Pacific campaigns of World War II and Inchon landing in Korea.7 Even as he remained sensitive to the cultural objections and the suspicion Marines showed towards offensive outsiders like Lind, Gen Gray refused to dissociate himself from the most polarizing personalities. He invited Boyd to deliver his “Patterns of Conflict” briefing to the division’s officers, though many found his ideas too strange to be understood. Gray also employed Lind as a consultant to his Maneuver Warfare Board and invited Lind to observe the maneuver warfare exercises. And when Lind alienated many Marines during these events with his sometimes-outlandish dress, unmilitary appearance, and abrasive comments, Gen Gray still empowered him as an honored guest. At a debrief with the division’s officers at the end of one such exercise, Gen Gray passed up his own opportunity to speak and turned the microphone over to Lind. Some officers were shocked by the brutally critical analysis of an outsider expressing new ideas rather than listening to their commanders cite doctrine to justify their actions in the exercise. Others were intrigued. Al Gray created this experience because it was consistent with his understanding of war. As he summarized, “Above all else we try to orient our training upon the cultivation of the attitude that the only thing certain on the battlefield will be the uncertain—the unexpected. We train them to expect to find no recipes or formulas which will guarantee success in battle.”8 

An important reason why Gen Gray was able to associate himself with such controversial figures is because he kept the end state clear—to challenge Marines to be open to new ideas if it could mean an increase in combat readiness. His ability to do this was a product of his reputation as a proven combat leader, and the warrior image he cultivated. Indeed, though it is unlikely that Gen Gray coined the term “warfighting,” it was clear by this time that warfighting had become his “brand.” Gray’s unimpeachable credibility as a warrior enabled him to be a patron to two highly iconoclastic outsiders and to like-minded Marines. 

In August 1984, Gray, after an unusually long three-year period in command of the 2nd Marine Division, was advanced to command of II Marine Expeditionary Force and a third star. He held that post three more years, enabling him continue progress with maneuver warfare at the head of his “Carolina MAGTF.” During this time, however, the debate over maneuver warfare became much more polarized. In 1985, the conversations which had flourished in the pages of the Marine Corps Gazette swiftly dropped off, likely because the Commandant began to show displeasure with those associated with the maneuver warfare movement. This was not a matter of simple conservatism. It was at least partially, if not mostly, motivated by public attacks made upon the Marine Corps and the Commandant himself. Most vocal among the critics was Bill Lind, and the directness and harshness of his critique made many officers think twice before they were willing to publicly associate with his ideas.9 Gray was clearly the most senior officer associated with the maneuver warfare movement, but wisely continued to quietly promote maneuver warfare within II MEF, rather than joining the controversy surrounding the man who had been a trusted agent. Time would show, however, that Gray could continue to overlook Lind’s abrasive tactics and employ him to good effect. 

The decisive event for the maneuver warfare movement in the Marine Corps was Gen Gray’s selection as Commandant. Despite Al Gray’s considerable achievements, this was an unlikely outcome that only happened because of a radical intervention. LtGen Gray was considered a Washington outsider without strong political experience, having spent the last six years in the FMF. He was not on the initial list of finalists to succeed Gen P.X. Kelley in the summer of 1987, and he was approaching his statutory retirement date in that rank. Gray had applied and been approved for retirement. What changed everything was the sudden appointment of a new Secretary of the Navy, James Webb, a former Marine and highly decorated combat veteran of the Vietnam War. Al Gray was Webb’s first choice for the job, though it is unlikely that Webb selected Gray with the intention of promoting maneuver warfare. Webb himself had been a harsh critic of military ideas being advanced by civilian academics and saw Lind as the prime example.10 Instead, Webb was looking for a Commandant who would restore the Marine Corps’ reputation and military ethos in the wake of several scandals. In true Marine fashion, Webb believed it was important to appoint the right man and then give him the latitude to take charge according to his own best judgment. In this case, Gen Gray’s leadership credibility and central focus on combat readiness also brought an entirely new way of thinking that would become synonymous with Gray’s brand, Warfighting. 

Promoting Fundamental Change as Commandant
When Gen Gray became Commandant of the Marine Corps on 1 July 1987, it was widely understood within the Corps that the manueverists had won, and maneuver warfare would be the new doctrine by which Marines would fight. Gen Gray undoubtedly understood the degree of division over the topic and did not start by simply imposing a new doctrine, as he had when he took command of the 2nd Marine Division. As Commandant he made no overt move to promote maneuver warfare at first, avoiding mention of the topic in his speeches for the first four months. Instead, he used those early speeches to show it was his priority to reform the culture of the Marine Corps around the image of the warrior and to improve training and education. The organizational changes he placed the most emphasis on were the consolidation of force generation activities in a new organization, the Marine Corps Combat Development Command, and the institutionalization of a new professional military education program in what would become the Marine Corps University. Gen Gray did not get around to the project of developing a new doctrine until the fall of 1988, more than a year into his four-year term as Commandant.   

Gen Gray was, of course, widely associated with the maneuver warfare movement. As soon as it was clear Gray would be Commandant, doctrine writers began to insert ideas associated with maneuver warfare into their work. Their efforts lacked cohesion, however, for the additions were not consistent with the existing doctrine, which lacked a central focusing element. Gray understood that establishing maneuver warfare as the basis for all Marine Corps doctrine would require an altogether new foundation, a cornerstone publication that defined a particular way of thinking about war. To ensure its coherency, Gray wanted a single author and carefully selected a young captain named John Schmitt, a former member of the Light Armored Vehicle battalion in his 2nd Marine Division. Though Schmitt had the latitude to consult whoever he wanted while working on the project, he answered only to the Commandant. The final result justified Gray’s approach and confidence in the author he had selected. Fleet Marine Force Manual 1 was unique among Service doctrines in that it prescribed a way of thinking about war and essential qualities the Marines Corps needed to embrace, rather than defining specific actions. In this respect, it very much reflected the Eastern ways of thinking that Gen Gray had come to embrace throughout his career. 

Though the new doctrine was not published until almost two years into GenGray’s commandancy, his other initiatives to include manpower, training, and education, were all undergirded by the philosophy that would ultimately be expressed in FMFM 1. All of these efforts were energized and focused by Ge Gray’s warrior brand, which he imparted to the new doctrine by titling it Warfighting. Once it was published, FMFM 1 imparted greater focus and ensured a deeper level of engagement across the Corps, with Gen Gray charging his Marines to “read and reread” it.11 With the book written, however, much work remained, and Gray continued to employ the eccentric outsiders who had helped develop the new ideas. Boyd lectured in Quantico and Lind was sent to more distant stations, observing and reporting back as Gen Gray’s “directed telescope.” 

Gen Gray has been described as the product champion for maneuver warfare, but he was not merely that. He was deeply involved over an extended period and sought to instill in his Marines a fundamentally new way of thinking about war that would undergird all their efforts in war in peace. As radical as these ideas and the changes they involved were, Al Gray was no maverick, either. He personified Marine ideals of combat leadership and a Spartan focus on combat readiness, and it was exactly his commitment to this warrior ethos that enabled him to simultaneously promote new ideas and change. Gen Gray remains an inspiration to today’s Marines not just for his leadership but also for his distinctive ability to blend new ways of thinking with traditional values and his willingness to personally invest in promoting unconventional people and ideas.   

>Dr. Shawn Callahan is the Director of Marine Corps History DivisionHe retired from the Marine Corps as a lieutenant colonel in 2014, and worked as an educator at Marine Corps University for a decade before assuming his current position. 


1. See, for example, Stephen Peter Rosen, Winning the Next War: Innovation and the Modern Military (New York: Cornell University Press, 1991).

2. William S. Lind, “DRAFT, Some Questions for TRADOC,” unpublished draft, William S. Lind Papers, Collection 4939, Box 32, Unnumbered and unlabeled brown folder, Marine Corps Archives, Quantico, Virginia, 13.

3. William S. Lind, Letter to Major General F.E. Haynes, Jr., June 9, 1976, William S. Lind Papers, Collection 4939, Box 6, No Folder. Marine Corps Archives. Quantico, Virginia, 2.

4. Ian Brown, A New Conception of War: John Boyd, The U.S. Marines, and Maneuver Warfare (Quantico, VA: Marine Corps University Press, 2018).

5. U.S. Marine Corps, “Maneuver Warfare,” newsletter, undated. Camp Lejeune, North Carolina: 2d Marine Division Maneuver Warfare Board. William S. Lind Papers, Collection 4939. Box 15, Folder 6. Marine Corps Archives, 1.

6. P.R. Puckett, “MCCRES,” Marine Corps Gazette 65, No. 12 (1981), 13; G.I. Wilson, “Maneuver/Fluid Warfare: A Review of the Concepts,” Marine Corps Gazette 66, No. 1 (1982); and P.J. Klepper II, “Food Service and Maneuver Warfare,” Marine Corps Gazette 66, No. 1 (January 1982).

7. John C. Scharfen, “Tactics ad Theory: An Interview with Major General Alfred M. Gray, Jr.,” Amphibious Warfare Review 2, No. 1 (July 1984).

8. Ibid.

9. William S. Lind and Jeffrey Record, “The Marines’ Brass Is Winning Its Battle But Losing the Corps,” The Washington Post, July 28, 1985,

10. James H. Webb, Jr. “Military Competence,” speech, San Francisco, CA, August 28, 1986, Military Competence,

11. Headquarters Marine Corps, FMFM 1, Warfighting, (Washington DC: 1989).