By Joel D Thacker - Originally Published February 1946

When the Third Marine Division withdrew from the black volcanic sands of Iwo Jima, its fighting men took stock of their killed and wounded and figured they deserved a good long rest. They did. But the war was reaching its climax and rest would have to come later. Back on Guam, replacements and new equipment poured in, and the Third started into a rigorous training program. That program was big stuff. It was the preparation for "Operation Olympic," a combined effort which would exceed in scope and ferocity any campaign the fire-tempered veterans of the Third had seen.

Their previous operations at Bougainville, Guam and Iwo Jima each had been tough in its own vicious way. But it wasn't long before the men of the Third realized that "Operation Olympic" was THE campaign. It was the invasion of Japan, and the Third's part in it was to seize the south and southwest coasts of the Island of Kyushu as part of the Fifth Amphibious Corps.

It never came off. The Japs quit on a TKO.

The Third Division was organized on September 8, 1942. The advance echelon, commanded by Colonel Lemuel C. Shepherd, was at Camp Elliott, near San Diego. Brigadier General Alien H.Turnage was assigned as Commanding Officer of the rear echelon, stationed at New River, North Carolina. Major General Charles D. Barrett reported at Camp Elliott October 10, 1942, and assumed command of the division, with Gen. Turnage as Assistant Division Commander.

On September 16, the following units were assigned to the Division: Headquarters Battalion, organized September 16, 1942; Special and Service Troops, September 10; Ninth Marines, activated February 12; 12th Marines, activated September 1; 21st Marines, activated July 8, and the 23rd Marines, activated July 12.

The 23rd Marines was detached from the division on February 15, 1943, making room for the Third Marines. The latter regiment had been activated June 16, 1942, for service in Samoa, joining the Second Marine Brigade at Tutuila on September 14. It was assigned to the Third Division effective March 1, 1943, but remained in Samoa on temporary detached duty. The Third sailed from Samoa on May 23, 1943, and joined the division at Auckland six days later.

In November, 1942, units of the division commenced active training for combat and during the next month began landing exercises from APAs at Camp Pendleton and North Island. Progressive training continued until the Division embarked for overseas.

The advance echelon sailed from San Diego, January 24, 1943, on the Mount Vernon, Matsonia, Wheeler and Crawford, arriving at Auckland on February 7. The rear echelon sailed from San Diego February 15, on the Lurline, Bloemfontein, Mormacpori and Robert Stuart, arriving at Auckland March 13. Intensive training was carried out until June 30, when the Division commenced the movement to Guadalcanal.

On September 27, Gen. Turnage, who had succeeded to command 12 days before when Gen. Barrett assumed command of the First Marine Amphibious Corps, received instructions outlining a proposed mission to "seize and hold Treasury Island and Empress Augusta Bay Area, Bougainville Island, and construct airfields in the vicinity of Empress Augusta Bay." The tentative task assigned the Third was to "land in the vicinity of Cape Torokina, seize, occupy, and defend a beachhead to include Puruata Island and an adjacent island, the Laruma River 3750 yards west of Cape Torokina, a line approximately 2250 yards inland from the beach, and the Torokina River 3600 yards east of Cape Torokina, and be prepared to continue the attack in coordination with the 37th Infantry Division (upon its arrival subsequent to D-day), to extend the beachhead, establish longrange radar naval base facilities, and construct airfields in the Torokina area."

The Bougainville operation was not intended to conquer an entire island, but was designed to seize a beachhead which could accommodate a bomber field, fighter strip and an advance naval base. It was a flanking movement to cut the enemy's line of communication, avoid a frontal attack and force the Jap to withdraw eventually from his strongest positions without a fight. It was designed not only to leave thousands of Japanese troops slowly strangling in southern Bougainville, Choiseul and the Shortlands area, but also to advance our air and naval bases so Rabaul, New Britain and other enemy bases in the Bismarck Archipelago could be blasted.

At 0730 on November 1, elements of the Third invaded the Cape Torokina area. The landing was preceded by a 15-minute naval and aerial bombardment.

As landing boats of the 1st Battalion moved around Puruata Island they came under the cross-fire of machine guns emplaced on the island and on the mainland, and of a 75-mm gun located near the Cape. Six boats were hit by the 75 and while two sank in deep water the remainder either were beached or managed to get close enough for personnel to get ashore. Fourteen men, carried as missing in action, are believed to have been lost. After landing on the right flank of the division perimeter, the battalion encountered heavy resistance from a small Jap force occupying 18 pillboxes and bunkers.

The second Raider Regiment (Provisional), less the 3rd Battalion, landed on the left of the 1st Battalion and met light machine gun and mortar fire. The 2nd and 3rd Battalions landed to the left of the Raiders and encountered little opposition. The Ninth Marines had no opposition on beaches to the west of the Koromokina River but due to heavy surf most of the boats broached on the initial landing. These beaches were abandoned as landing points for subsequent waves. Thirty-two landing boats were lost during the day.

The 3rd Battalion, second Raider Regiment, which landed on Puruata Island, met determined resistance from an estimated 70 Japanese dug in and armed with machine guns and rifles. They were wiped out with the help of two 75mm half-tracks, attached from the Weapons Company, Ninth Marines. During the morning one company from this battalion was moved to the Cape Torokina sector to reinforce the 1st Battalion.

On November 3 the forces were reorganized and the beachhead extended in depth. Combat Team 3 was modified to include its own Landing Teams 1 and 2, and Landing Team 3 of Combat Team 9, and was assigned the left sector of the beachhead. Combat Team 9, made up of its own Landing Teams 1 and 2; Landing Team 3 of Combat Team 3, and the second Raider Regiment (Provisional), was assigned to the right sector of the beachhead, including Puruata and Torokina Islands. During the day the 3rd Raider Battalion mopped up Puruata and sent one platoon to occupy Torokina Island. By the end of the day there were 175 known enemy dead, 29 being killed on Puruata.

There was little activity during November 4 except for minor enemy patrol action on the right flank. During the day an airfield reconnaissance party, accompanied by a rifle company of the second Raider Regiment, traveled some two miles outside the beachhead to select what was later known as "Piva .Airfield No. 1." Due to the large swamps paralleling the shoreline, together with the daily rains, terrific difficulty was encountered in moving supplies inland. all engineer facilities, therefore, were concentrated on the construction of supply roads, priority being placed on two access roads leading inland from the beachhead which were to be joined by a lateral road forward of the swamps.

Security and reconnaissance patrols were maintained to the front on November 5 and 6. Although enemy ground activity consisted mainly of minor patrolling, there were a number of minor contacts in which both sides suffered casualties.

During the early hours of November 7, a Japanese force which had been moved from Rabaul in APDs made a counter-landing between the Koromokina and Laruma Rivers, west of the division perimeter. Part of this force infiltrated into the perimeter and attacked the Third Division's rear installations, including the division hospital. Hospital personnel used machine guns taken from wrecked boats along the beach in the defense of the area.

To counter this action it was necessary to move the sector reserve (1st Battalion, Third Marines) into the line and to bring the 1st Battalion, 21st Marines, (who had landed the morning of November 6) from the right sector into the threatened area. The 1st Battalion, Third Marines, passed through the 3rd Battalion, Ninth Marines, and with three tanks entered action at about 1700, November 7, thus initiating the "Battle of the Koromokina Lagoon."After killing about 125 Japanese the 1st Battalion withdrew within the beachhead perimeter just before nightfall, after setting up an ambush with "B" Company just forward of the lines near the beach. "B" Company killed at least 28 Japs before withdrawing to the beachhead perimeter about midnight. An outpost of the 3rd Battalion, Ninth Marines, in the vicinity of the Laruma River also was attacked during the morning of November 1 ; although greatly outnumbered, bold action on the part of the Marines resulted in the killing of 35 Japs. The outpost was evacuated by boat with only light casualties.

The "Battle of the Koromokina Lagoon" was resumed - and ended - the morning of November 8. After a 15-minute artillery preparation the 1st Battalion, 21st Marines, supported by tanks and artillery, passed through the lines, seized the ground in the vicinity of the lagoon and began mopping up operations. Jap dead: 277.

Meanwhile there was considerable activity on the right flank, which initiated the "Battle of the Piva Trail." The Raiders, who had been pushing up the Piva Trail, had established a roadblock 300 yards west of the Piva-Numa Numa Trail junction. On November 7 the Japs launched an ineffective counter-attack on the roadblock, then dug in west of Piva Village. The next day, following an artillery and mortar barrage, three Raider companies attacked the Japs who had dug in beyond the roadblock. The enemy force, estimated to be one battalion equipped with automatic weapons, launched three futile counter-attacks, losing approximately 75 killed and an equal number of wounded.

After bombing and strafing attacks the morning of November 10 the Ninth Marines (less 3rd Battalion) passed through the Raider lines and advanced against the Japanese at 1000. Meeting no resistance, the Ninth occupied Piva Village No. 2 at 1300, then blocked the Numa Numa Trail.

Meanwhile the 148th Infantry (37th Division) landed on November 8 and the next day moved into bivouac in rear of the left flank, where it relieved the 1st Battalion, Third Marines, and the 3rd Battalion, Ninth Marines.

On November 13 Company "E," 2nd Battalion, 21st Marines, advancing ahead of its battalion up the Numa Numa Trail, made contact with the enemy at a cocoanut grove some 3000 yards north of Piva Village No. 2. When the leading platoon was pinned down by mortar and machine-gun fire a double envelopment was attempted with the other two platoons. Lacking artillery, and with darkness near, it was decided to break off the action and dig in.

The remainder of the battalion and its supporting artillery were brought up and enemy's mortars and machine guns were quickly silenced. The action was continued on November 14, the 2nd Battalion, 21st Marines, attacking north on the Numa Numa Trail in the vicinity of the grove. The attack, in which a section of tanks participated, was preceded by an aerial and artillery bombardment. This action was designated as the "Battle of the Cocoanut Grove."

Adequate supply was being maintained under great difficulties. The poor condition of the road leading from the beach to Piva Village prevented use of any vehicles except half-tracks, Athey trailers and jeep ambulances. The half-tracks were utilized to excellent advantage in supplying ammunition, rations, and other essentials to the front line. Because of extensive swamps between the Koromokina and Piva Rivers, which extended about 3000 yards inland at several points, amphibian tractors and caterpillar tractors pulling Athey trailers were the only vehicles that could be employed. The terrific punishment suffered by these vehicles is indicated by the Third Division's November 11 report that more than one-third of the available amphibian tractors were unserviceable.

From November 16 to 21 infantry action was confined to organization of the line occupied on November 15 and combat patrolling as far forward as the phase line to be occupied on November 21. Minor patrol clashes resulted in casualties on both sides.

All regiments of the Third Division jumped off in a general advance at 0730, November 21. The 3rd Battalion, Third Marines, supported by artillery and mortars, advanced against retiring enemy resistance. The 1st Battalion, Third Marines, also reached the new lines. The 2nd Battalion, Third Marines attacked to the eastward across the east branch of the Piva River, following an artillery and mortar barrage.

THE first line of enemy pillboxes was seized and a bridgehead established on the opposite bank of the river. The battalion then organized a defensive position forward on the line held by the 1st Battalion, Third Marines. The Ninth and 21st Marines advanced to their new lines without opposition.

The new positions were consolidated on November 22 and there was little enemy activity except for harrassing fire from 75mm regimental guns and 90mm mortars and the "Battle of Cibik Ridge." This engagement was fought when a Japanese force, heavily equipped with automatic weapons, attacked the 2nd Battalion, Third Marines. The main effort was directed against a 400-foot ridge held by a platoon commanded by lieutenant Steve Cibik. The enemy attacked four times during the day, but Lieut. Cibik's platoon destroyed each attacking force and held the position. This high ground located east of the east branch of the Piva River and about 500 yards north of the East-West Trail, thereafter was known as "Cibik Ridge."

Considerable enemy resistance had developed in the Third Division's zone of operations. At 0900 on November 23, after a 20-minute artillery bombardment and a close-in preparation by mortars and machine guns, the 2nd and 3rd Battalions of the Third Marines advanced abreast on the right and left of the East-West Trail. The 3rd Battalion advanced over steep hills arising abruptly from a swamp across which the right flank battalion (2nd Battalion, Third Marines) attacked-Severe fighting developed after a 300-yard advance, but the battalions forged ahead. By noon they had advanced some 800 yards. At this point all units were subjected to heavy mortar fire, but the battalions reorganized and, with support of mortars and artillery, pushed ahead an additional 300 yards.

On November 25 a reorganization of units was effected in the Third Division's zone of action: the 1st Battalion, Third Marines, was withdrawn to an assembly area near the Piva River; the 2nd Battalion extended its lines southeast to make contact with the 21st Marines on the right; and the 3rd Battalion organized a defensive position on the left flank of the 2nd Battalion. At the same time the 1st Battalion, Ninth Marines, and the 2nd Raider Battalion (plus two companies of the 3rd Raider Battalion) went into the line in the Third Marines' sector. The 1st Battalion, 145th Infantry, was attached to the Ninth Marines and the 2nd Raider Regiment (less 2nd Battalion) reverted to control of the First Marine Amphibious Corps.

After the reorganization an attack launched by the 2nd Raider Battalion and the 1st Battalion, Ninth Marines, gained several hundred yards before it was stopped by heavy machine gun fire. The attack was continued and the objective seized with little opposition the next day.

In the meantime relief of the Third Marines by the Ninth Marines and the assignment of the Third to a less active sub-sector had begun. By the end of the day an additional 896 enemy dead had been counted, making a total of 1196 in the six-day fight known as the "Battle of the Piva Forks." It was estimated that 680 were killed by the Third Marines, 66 by the 1st Battalion, 9th Marines, and 455 by artillery fire. Marine Corps casualties during the same period were approximately 333.

There was little activity other than patrolling and all-out activity to establish and maintain supply roads and trails until December 6, when an outpost line of resistance was established. In the Third Marine Division's zone of action this line extended almost due east of Lake Kathleen to the swamp north of Hellzapoppin Ridge, then south across this ridge to the left of the Torokina River opposite the village of Mopara, then west to the east side of the swamp which lies about midway between Cape Torokina and the Torokina River.

The 1st Battalion, Third Marines, meanwhile relieved the 1st Battalion, 145th Infantry, on the extreme right of the Third Division's front line on December 4, and the next day the First Parachute Regiment (less 1st and 2nd Battalions) was attached to the Third Marine Division. The Paramarines were ordered to occupy and defend Hill 1000, located about 3700 yards east of Piva No. 4 in the sector north of Hellzapoppin Ridge.

On December 9 the parachute regiment was attached to the Ninth Marines. Company "C", 1st Battalion, 21st Marines carried ammunition to the Paramarines and later reinforced their lines. During the day, four patrols from the Parachute Regiment were sent to reconnoiter their front in connection with an adjustment of the line. The first patrol was ambushed by Japanese using light machine guns in the nose of Hill 1000 which later became known as "Fry's Nose." The other patrols also made contact with the enemy.

The next day the new main line of resistance (formerly the outpost line) was occupied by the Third Marine Division and the 37th Army Division. The 1st Battalion, Ninth Marines, and the 1st Battalion, 21st Marines, left to right, relieved the 1st Parachute Regiment on Hill 1000.

At 1220, December 12, Company "L" (Reinforced) of the 3rd Battalion, 21st Marines, launched an attack on the Japs holding out on "Fry's Nose." After two mortar concentrations and an attempt to envelope the position had failed to dislodge the enemy, Company "L" withdrew at 1810.

During the next two days the enemy positions were marked by smoke shells from mortars, after which SBD s attacked with 100-pound bombs. On December 14 the dive bombing attack was followed by a mortar concentration and an infantry attack. The Japanese, however, were still strongly dug in and progress was slow. To place artillery fire on the steep reverse slope of Hill 1000, a battery of 15mm howitzers was moved to the vicinity of the lagoon, 2000 yards west of the mouth of the Torokina River, preparatory to continuing the attack the next day. After heavy artillery and aerial preparation, Company "A" (with a platoon of Company "I" attached) and Company "L," 21st Marines, made another attempt to drive the enemy from " Fry's Nose." During the course of the artillery barrage and aerial bombardment the Japanese withdrew to the reverse slope, but were prevented from returning to their original position by simulated dive bomber runs.

By nightfall Company "A" had occupied the western part of the enemy's position and remained there during the night while Company "L" was withdrawn within the perimeter of the 21st Marines. On December 16-17 the pressure was continued and the Japs were pocketed on the lower slopes of "Fry's Nose."

On December 18 twelve TBF s attacked enemy positions on Hill 1000 by dropping twelve 100 pound bombs each, and at 1234 the 1st Battalion, 21st Marines, attacked with flamethrowers. The left flank of the battalion made some advance, but the right was pinned down by heavy cross-fire. After a mortar preparation and a second dive-bombing attack the infantry assault was renewed at 1530, and by 1750 the enemy positions had been overrun and all organized resistance ended.

Subsequent examination of the Japanese positions on Hill 1000 indicated the enemy had made an orderly withdrawal. During this operation, which was called the "Battle of Fry's Nose," the Japanese demonstrated excellent ability to take advantage of and to organize terrain features. Covered foxholes with connecting tunnels had been built deep among the roots of trees, and positions for automatic weapons were well covered by riflemen, making it extremely difficult to approach within grenade-throwing distance.

Meanwhile the XIV Corps relieved the First Marine Amphibious Corps of command at Empress Augusta Bay at 0800, December 15, 1943. Gen. Turnage was designated First Marine Amphibious Corps representative of all Corps troops remaining in the area.

By December 22 the 21st Marines had consolidated their position on Hill 1000 and were moving on Hill 600A, directly east, to which the Japs had retreated. They had fortified the reverse slope where it was difficult for our guns to reach them, and their automatic weapons were well protected by riflemen. As a result the assault troops were pinned down by machine guns, mortars and small arms fire. The hill finally was cleared by heavy artillery bombardment and a concentrated strike, by twelve TBF s, which dropped 144 100 pound bombs over the entire hillside.

The Third Marines was relieved on December 21 and 22 and left Bougainville for Guadalcanal on Christmas Day. The 164th Infantry (Reinforced) arrived the same day and relieved the Ninth Marines on December 27. The next day the Ninth left for Guadalcanal.

The Commanding General, Third Marine Division, relinquished command of the eastern sector to the Commanding General American Division at 1600, December 28, and the 21st Marines (Reinforced) passed to tactical control of the latter Division. The 12th and 21st Marines, the First Parachute Regiment and the Second Raider Regiment remained on Bougainville until January 1944.

On April 4, 1944, the division received a tentative operation plan for an attack against Guam in the Marianas Islands. The Third Amphibious Corps was designated as the Southern Landing Force and consisted of the Corps troops, the Third Marine Division, the 77th Infantry Division, the First Provisional Marine Brigade, and the Guam Garrison Force.

The Third Marine Division (Reinforced) was to land on the northern beaches between Adelup Point and the mouth of the Tatuga River and the First Provisional Marine Brigade (Reinforced), with one Regimental Combat Team of the 77th Infantry Division attached, on the southern beaches between Agat Village and Bangi Point. The remainder of the 77th Infantry Division remained in floating reserve, ready to land on either beachhead, depending upon the situation ashore. The immediate mission of the Southern Landing Force was to seize high ground behind Apra Harbor and establish and defend a beachhead bounded generally by a line from Adelup Point, Alutom Mountain, Mt. Tenjo, Alifan Mountain and Facpi Point.

The Third Division (Reinforced), with a total strength of 1134 officers and 19,190 enlisted, embarked at Guadalcanal on June 2 and 3, and sailed for Kwajalein, Marshall Islands, at 0800 on June 4. Upon arrival at Kwajalein the morning of June 8, certain shifts of personnel and units between ships were effected in order to embark the four assault battalions (3rd Battalion, Ninth Marines; 3rd Battalion, 21st Marines; 1st Battalion, Third Marines; and 3rd Battalion, Third Marines) on LST s.

At 0800, June 12, the Third Division sailed from Kwajalein for the rendezvous with the remainder of the Southern Landing Force. When the Northern Landing Force (Second and Fourth Marine Divisions and the 27th Army Infantry Division) began landing at Saipan at 0830, June 15, the Southern Landing Force remained afloat ready to land in support of the attack.

Although the setting of the date for the Guam landing (W-Day) had been withheld pending clarification of the situation on Saipan, it was planned to execute the landing on June 18, if practicable. A dispatch was received the morning of June 16, setting W-Day as June 18, but this was superseded shortly thereafter by a message postponing W-Day indefinitely. The postponement was caused when supporting fleet units were withdrawn for a battle with a sizeable Japanese task force which had been reported en route to the Marianas area from the Philippines.

After suffering heavy loss in aircraft on June 19 and surface craft on the 20th, the Jap fleet chose to run on the 21st. Meanwhile the southern landing force continued to cruise just east of Guam and Saipan awaiting the announcement of W-Day. The Third Marine Division returned to Eniwetok, arriving at 1430, June 28, where all units remained aboard ship except for brief periods of conditioning and training.

The Division remained at Eniwetok until July 15, when the LST group left for the rendezvous off Guam. The remainder of the division left for the rendezvous on July 17. The rendezvous was made as planned, and on the morning of the 21st the division began landing. Naval gunfire and air preparations were delivered as scheduled, and at 0830, following a rocket barrage from LCI gunboats, the armored amphibians hit Guam with the first wave of assault troops. The 9th and 21st CTs landed in column of battalions on Beaches Blue and Green respectively, while the 3rd CT landed with two battalions abreast on Beaches Red 1 and Red 2 with the reserve battalion following on Beach Red 1.

Opposition was light but increased steadily as the troops moved inland to high ground. Resistance became extremely heavy on the approaches to Chonito Cliff to the left of Beach Red 1, and was overcome only after a desperate assault. Flame-throwers, demolition teams and the massed fires of armored amphibian tanks, LCI gunboats and mortars aided the infantry. Shortly after the initial landings, Japanese on the high ground in the interior of the island began intermittent artillery and mortar fire against the reef, the beaches and the low ground in rear of the beaches.

The 3rd and 4th Battalions of the 12th Marines (Artillery) were landed by 1100 on W-Day, and the remainder of the regiment was ashore and in position before nightfall. Artillery reconnaissance parties led by battalion commanders were ashore as early as 0915, only 45 minutes after H-Hour. The 3rd Battalion (Lieut. Colonel Alpha Bowser, Jr.) actually opened fire at 1220 and the 4th Battalion (Major Bernard H. Kirk) at about 1300. It is probable that this established a record in the Pacific war as the earliest time that artillery landed against major opposition and went into action.

By the end of the first day Third Division units had established a beachhead about 4000 yards long and 1000 to 1500 yards deep. Asan Point, Chonito Cliff, and the immediate high ground to the center and right had been taken. Flame-throwers were working on Adelup Point, as were the LCI gunboats. Cabras Island, which could have been taken, was left to the care of three LCI gunboats for the night.

Early the second day the enemy attacked in strength, coming from the east along the shore toward the flank of Globe Wireless Hill. The assault was broken up with the support of Third Division artillery, naval gunfire and air support. The immediate effect of the enemy counter-attack was to delay our own. The 21st Marines held up its advance to prevent a gap between its left and the Third Marines, the latter regiment fighting desperately for the ridges south of Chonite Cliff, which area was an anchor exercising drag on the entire line. Toward nightfall the Third Marines reported "a pretty secure position for the night," although in the center they had never quite gained the ridge. This ridge was very difficult to approach because of open terrain and the enemy's defiladed positions, both of which precluded extended rushing tactics. The first two assaults were stopped cold, with companies pinned down for hours within a grenade's throw of the objective.

The attack was resumed against heavy resistance, particularly on the left and center, at daybreak of July 23. On the left, units of the Third Marines clawed their way up the ridge to ground commanding Beaches Red 1 and 2. Opposition from small arms fire was heavy. Cabras Island was completely occupied by the Ninth Marines during the morning and then was turned over to the 14th Defense Battalion. The 21st Marines also ran into considerable resistance. Pillboxes and gun emplacements which blocked their progress finally were cleaned out by demolition squads and flame-throwers.

The Third Division's attack was continued the next morning with the Third Marines on the left renewing their assault against enemy and terrain alike, meeting heavy resistance from both. Their reward was a few more yards of the high ground overlooking the Mt. Tenjo Road and its approaches.

On the morning of the 25th, a combination of infantry, artillery, tanks and mortars pushed the attack all along the line. The Third Marines on the left (its battered 1st Battalion replaced by the 2nd Battalion of the Ninth Marines) crossed winding Mt. Tenjo Road and gained control of traffic on it within the secured sector. The 21st Marines met little resistance except for a gun emplacement which was quickly taken care of by a reserve platoon of tanks. The Ninth Marines encountered negligible resistance on its right flank and quickly reached high ground above the Aguanda River.

During the early hours of the 26th, the enemy laid down an intense artillery and mortar preparation on the Third Division's left center and beach installations, and followed up with a major counter-attack. The Japanese 48th Mixed Brigade launched an attack from the Fonte Mountain area against the Third Marines, and the Japanese 18th Infantry (less one battalion) hit the 21st Marines' lines, the assault coming from the vicinity of the Beacon Light at the head of the Fonte River Valley. Small enemy groups passed along the Asan and Nidual River bottoms to the Third Division rear areas during darkness and attacked artillery positions and the Third Division hospital. These groups were destroyed by a composite battalion of Pioneers, assisted by artillerymen and detachments of the Division Headquarters Battalion, or driven back into the 21st Marines, where they were wiped out. By nightfall, the enemy had been completely defeated by the Third Division, a blow which broke the backbone of opposition on Guam.

After brushing aside a number of minor Banzai charges against the left and center during the pre-dawn hours of July 28, the Third Division launched a coordinated attack which advanced its lines from 1000 to 2000 yards on the right and center. On the left, occupation of Mt. Fonte was completed, the Third Marines driving all but small isolated groups of the enemy from his well-prepared positions. By the end of the day, Third Division groups were firmly established on the Mt. Fonte-Mt. Chachao Ridge line and the massif to Mt. Tenjo. Japs remaining in this area were surrounded. Troops of the 77th Infantry Division were on Mt. Tenjo and were in contact with the Third Division's right flank. Although extremely important gains were made during the day, Third Division casualties totaled only 143. The Japanese, however, suffered heavily; it was estimated that 5000 Japanese dead lay in the Fonte-Chachao battle position, including more than 900 dead in the 2nd Battalion, Ninth Marines area on the nose of Fonte.

At 0630, July 31, the division jumped off, initiating the attack to seize the northern half of Guam. The troops encountered little resistance and by the end of the day Agana, capital of Guam, had been occupied. The Agana-Pago Bay Road was open to American motor traffic for 4000 yards.

The pursuit of the enemy was continued during the next week against light to moderate resistance, and on August 8 the left flank of the Third Division reached the northern coast. The next day Third Division units reached the cliff-edge overlooking the sea. The last elements of the division reached the northern shoreline on August 10.

Meanwhile the rear echelon of the Third Division began embarkation at Guadalcanal on August 11 and arrived Ylig Bay, Guam, September 1. The administrative group followed on September 5. On September 15,Gen. Turnage relinquished command of the division to Brigadier General Alfred H. Noble, Assistant Division Commander. Brigadier General W. A. Worton, became Assistant Division Commander on September 22. Gen. Noble left the division on October 12, and Gen. Worton was in command until October 17, when Major General Graves B. Erskine assumed command.

On September 1, 1944, the Third Marine Division took over the defense of Guam (under operational control of the Island Commander, Major General Henry L. Larsen, USMC), which included the mopping up of all areas formerly assigned the First Provisional Marine Brigade and the area of the 77th Infantry Division north of the Mt. Tenjo-Pago Bay line. At 0800, September 20, the 77th Division was relieved and the Third Division assumed all patrol responsibility on the island. The Third Division continued to operate under the V Amphibious Corps for administrative training and planning purposes, but was assigned to the Island Commander, Guam, as garrison troops and ground defense force. The latter assignment included outpost and patrol duties to protect vital installations and to eliminate remaining Japanese.

From October 24 to November 3, units of the Third Division mopped up in northern Guam. The killing of 228 Japanese, and the capture of 13 more brought the total to 9788 dead and 485 captured since July 21. Third Division casualties for the operation were 667 killed, six missing, and 3201 wounded.

From February 8 to 14, the division embarked at Apra Harbor on transports and landing craft of Transport Squadron 11, preparatory to the Iwo Jima operation, in which the Third Division had been assigned as Expeditionary Troops Reserve. Transport Division 32, with the 21st Marines and a Detachment of Division Headquarters Groups (including the Assistant Division Commander), left Guam on the 16th and arrived in the Transport Area off Iwo Jima prior to H-Hour on the 19th. The 3rd Tank Battalion left Guam in two LSTs on the 16th and arrived off Iwo Jima on the 20th. The remainder of Transport Squadron 11 sailed from Guam the 17th and arrived in the Reserve Area, approximately 80 miles southeast of Iwo Jima, at 2200 on the 19th. The 21st Marines relieved the 26th Marines as Corps Reserve at 0955, February 19, and two days later began landing, having been released to the Fourth Marine Division. On the 22nd ,Transport Division 31, with the Ninth Marines and Division Headquarters Group (less Detachment) moved into the Transport Area and began landing two days later on Beaches Red 2 and Yellow 1. On February 27 Transport Division 33, with the Third Marines and the 3rd and 4th Battalions of the 12th, moved into the Transport Area. The battalions of the 12th landed about February 26.

The division (less Third and 21st Marines) began debarkation at 0800 on the 24th and at 1600 the two beaches, redesignated as Black Beach, were assigned to the Third Division. Meanwhile, to expedite unloading, 20 LVTs were assigned to the Division Shore Party by the V Amphibious Corps. Although the weather was clear and warm, a brisk wind and sea slowed the unloading of small craft. Considerable congestion prevailed upon the beaches, due in large measure to the difficulty of moving wheeled vehicles even when equipped with chains and pushed by manpower up the steep sandy terraces to firmer ground, where the access roads commenced.

Having assumed control of the zone previously allotted to the 21st Marines (which had reverted to Third Division control at 0700) the division attacked on the 25th, by-passing the Ninth Marines (3rd Tank Battalion attached), through the lines of the 21st Marines. With the 1st and 2nd Battalions, Ninth Marines abreast, right to left, the attack jumped off, with artillery support provided by the 1st Battalion, 14th Marines, in direct support of the Ninth Marines and the 4th Battalion, 13th Marines, providing reinforcing fire. Naval gunfire, both by heavy ships in general support of the Corps and by destroyers in direct support of the assault battalions, had been in progress since dawn and continued on call missions as the attack progressed. Weapons of the 21st Marines assisted in covering the passage through the lines by the Ninth Marines.

Enemy resistance was well organized and determined, especially on the left. The terrain was not only favorable to the defense, but thoroughly fortified by pillboxes, caves and covered artillery emplacements. Although rifle fire was light, there was intense fire from machine guns, automatic anti-aircraft cannon and some mortars. As the Third Division zone of action was completely crossed by the runways of Motoyama Airfield No. 2, the advance of troops was necessarily across fire-swent flat stretches of terrain commanded by high ground. Although determined assaults were made up the center of the Third Division zone, only limited gains were made. Enemy high-velocity antitank weapons cost nine tanks, which together with tenacious enemy defense, especially on the left from interconnecting caves and galleries in the high ground north and west of the airfield, limited the advance of the 2nd and 3rd Battalions.

After a cold and rainy night, which apparently kept down enemy activity of any significance, the Ninth Marines (3rd Tank Battalion attached) and the 3rd Battalion, 21st Marines, continued the attack at 0800 on the 26th. Three battalions of the 12th Marines (direct support) and the reinforcing fire of the 4th Battalion, 13th Marines, backed them up.

No appreciable gains were made during the day, although there was plenty of action. Enemy defenses to the Third Division front consisted principally of a deep band of approximately 50 interlocking bunkers and pillboxes, sited on high ground and reinforced by heavy mortar concentrations. Enemy automatic antiaircraft cannon not only continued to fire upon American aircraft but added their great striking power and rapid rate of fire to those of weapons primarily employed on ground missions'.

On the morning of the 27th the Ninth Marines (3rd Battalion, 21st Marines, and 3rd Tank Battalion attached) continued the attack in the Third Division zone of action. The 1st Battalion on the right was pinned in the jump-off position by intense fire, while the left assault battalion was able to advance but 150 yards before being halted by heavy artillery and mortar concentrations. It was now evident that the attack was being carried against one of the enemy's main battle positions, situated in the central massif of the island, running east and west, just south of Motoyama Village. A second attack was initiated at 1300 behind a heavy rolling barrage of artillery and naval gunfire. Following the barrage closely, the 2nd Battalion, Ninth Marines, made a rapid advance of approximately 700 yards across the level ground to its front. But at the end of the day it was still some 500 yards short of the final high ground separating it from the depression in which Airfield No. 3 lay.

On the 28th, after an intense artillery and naval gunfire preparation, and behind a rolling barrage, the 21st Marines passed through the lines of the Ninth Marines and continued the attack. On the left, the 1st Battalion made an immediate advance of some 500 yards before being halted by heavy mortar and small-arms fire. On the right the 3rd Battalion followed the barrage closely and advanced rapidly. At 1200 the 3rd Battalion, Ninth Marines, was attached to the 21st Marines and preparations were made for another coordinated attack. One hour later, after another intense artillery and naval gunfire preparation and behind a rolling barrage, the second attack was launched. The left battalion was again pinned down. The 3rd Battalion, however, made substantial gains and by 1400 had crossed the ridge and seized the village of Motoyama, as well as the high ground overlooking Airfield No. 3.

The Third Division, with the Fourth Division on its right and the Fifth Division on its left, continued the attack at 0830 March 1, following a 30-minute naval gunfire and a 15-minute artillery preparation. Initial resistance was somewhat lighter than had previously been encountered, especially on the right, where the high ground west of Motoyama Village was securely in our hands. As the attack progressed, however, opposition again stiffened and mortar artillery fire increased. Revetted enemy tanks were now encountered in the role of pillboxes, and fields of fire provided by the partially completed Airfield No. 3 enable the Japs to take full advantage of their commanding position on the far sides of the natural bowl across which the Third Division's attack was to be made. In spite of their stiff opposition, the Japanese were being pushed slowly into a pocket at the northern end of the island.

The Ninth Marines spearheaded the division's attack the next morning, but heavy mortar and small-arms fire from the high ground toe the front and right slowed the advance. The 3rd Battalion, Ninth Maarines (still attached to the 21st Marines), supported by direct fire from tanks, made excellent progress, although against increasing resistance on the left. The open ground northwest of the uncompleted runways of Motoyama Airfield No. 3 was crossed and the nose of Hill 362 was occupied in teh face of intense fire from small arms, machine guns and from two or more 75-mm guns which swept the approaches. An all-out attack was launched at 1530 in an atempt to make a break-through to the sea. Although this assault was supported by a heavy artillery and naval gunfire preparation, and was made in the wake of a rolling barrage, the Ninth Marines was pinned down by mortar and flat-trajectory fire. On the left the 21st Marines registered small gains but the day's advance was nullified by the enforced withrawal of the 3rd Batallion, Ninth Marines, and Company G, 2nd Battalion, 21st Marines. Their advance positions had become untenable because of heavy enemy fire and-the lack of adequate fields of fire for the night defense. An average gain of 300 yards had been made, however, and the entire area of Airfield No. 3 was controlled by our troops.

The Third Division continued the attack on March 3 with the 21st Marines making the main effort, an attempt to turn the formidable center of resistance in front of the Ninth Marines. Ten minutes of artillery and 30 minutes of naval gunfire and a rolling barrage preceded the attack. The Ninth Marines, its battalions weakened from the continuous fighting, was unable to advance in the face of the heavy flat-trajectory fire from all quarters. Against heavy resistance and harrassed by fires from the strongpoint of Hill 357, the 21st Marines was able to advance slowly until the nose of this hill had been captured at 1145. Meanwhile, arrangements had been made for relief of the 3rd Battalion, Ninth Marines, still clinging precariously to the approaches of Hill 362 on the left. Although the relief of this battalion by the Fifth Marine Division was scheduled for 1000, an enemy counterattack at 1030 resulted in a heavy-fire fight which continued throughout the day.

As a result, one company of this battalion, together with some personnel of the 27th Marines, remained on the line that night. A second coordinated attack was launched at 1500, aimed at securing Hill 362 and the high ground along the right boundary. Although a rapid initial advance was made on the left by the 21st Marines, enemy fire was so intense that only slight gains were made by the Ninth Marines in their frontal assault. In spite of the bitter opposition encountered, the Third Division had severed the last enemy east-west artery of communication and had occupied positions overlooking the sea.

On the 4th, the Ninth Marines continued their frontal effort while the 3rd Battalion, 21st Marines, passed through the 1st Battalion, 21st Marines, and attacked southeast in an attempt to carry the seemingly impregnable Hill 362. Slight gains were registered, but resistance from the highly organized position prevented a complete breakthrough.

March 5 was set aside by Corps order for much needed rest, re-grouping and re-equipping. Throughout the day the 12th Marines carried out systematic harassing fire and a destroyer fired continuously on enemy positions in and around Hill 362, which also was hit by a strong air strike. A coordinated effort was made on March 6 behind rolling barrages, supplemented by naval gunfire and air strikes. Only limited gains were made.

It was now apparent that Hill 362 must be reduced and that ordinary tactics would not suffice. A night attack was planned. The Third Marine Division jumped off at 0500 on the 7th without artillery or air preparation and in a pre-dawn advance bypassed a number of heavy defensive positions. By daylight Hill 331 had fallen and an average advance of 250 yards had been made. After mopping up by-passed pockets of resistance, which was featured by savage hand-to-hand fighting, the attack was continued. At 1340 Hill 362 was carried by the 3rd Battalion, Ninth Marines, who had been waging a bitter struggle for its possession since daylight.

The attack was continued the next day but very little progress was made due to enemy resistance and the extremely rugged terrain. However, the enemy's main defensive position had been definitely breached and his resistance to our advance towards the beaches greatly diminished. During the next two days, units of the Third Division fought through to the beaches and by nightfall of the 10th all organized resistance in the center had been eliminated. Two battalions were firmly established on the eastern beaches.

The division continued the attack at 0730, March 11, attempting by simultaneous northward and southward movement of the 1st and 3rd Battalions to pinch out the remaining resistance in the right of the division zone of action. The 21st Marines sought to smash all remaining resistance on high ground to the extreme left of the zone, about 1000 yards northeast of Hill 357. Enemy resistance continued to be determined and intense, but by this time had begun to lose its coordination.

By noon contact was made between the 3rd and 1st Battalions of the Ninth Marines on the high ground southeast of Hill 362, thus pinching out the 3rd Battalion, 21st Marines. The two battalions of the Ninth had eliminated the remaining enemy resistance by 1500, contact being established at a point near the coast, south-southeast of Hill 362.

To the north, meanwhile, the 1st Battalion, 21st Marines, had secured its objective (the high ground about 1000 yards northeast of Hill 357) and had pinched out the 2nd Battalion, 21st Marines. The only remaining unoccupied ground in the Third Division zone was the beach-area below the cliffs held by the 1st Battalion, 21st Marines, which was covered by enemy fire from the Fifth Division zone of action. This no-man's land was occupied after the Fifth Division had overrun enemy gun positions.

After having secured all resistance in its zone, except for the no-man's land on the north beaches, the Third Division initiated intensive patrolling and mopping-up operations. In addition to stray enemy personnel encountered throughout the zone of action, there were two organized pockets of resistance, each of which required the attention of at least a battalion. The first, in the area approximately 500 yards south of Hill 331, consisted of some 150 Japanese entrenched in a group of mutually supporting pillboxes and caves. These took every advantage of the broken and rugged terrain, but prevented the effective employment of supporting weapons and tanks.

The second pocket of resistance, very nearly contiguous to the first, was in a ravine, one side of which contained a group of caves and bunkers so sited as to cover each other as well as virtually all approaches by heavy fire. Against this pocket, however, self-propelled 75-mm guns proved exceedingly useful. The reduction of these two pockets was eventually accomplished by an attack of the 1st and 3rd Battalions, Ninth Marines, delivered in a westerly direction, which to a certain extent took the positions in reverse.

On the 16th, the 21st Marines (one tank company attached) relieved the 27th Marines, of the Fifth Division, and at 0815, with the 1st and 2nd Battalions abreast, right to left, attacked northward toward Kitano Point. The jump-off was preceded by thirty minutes of naval and twenty minutes of artillery fire. Fire was lifted 100 yards at jump-off time, and continued for 10 minutes by the artillery and 20 minutes by the navy. Enemy resistance was light, consisting mainly of small arms fire from behind the boulders and inside the crevices which filled the area. The 21st Marines moved ahead rapidly with the 1st Battalion setting the pace on the right. On the left the 2nd Battalion encountered moderate resistance as it moved down the high ground to its front. By noon the enemy defense was definitely broken and by 1330 all resistance ended.

During the next ten days the Third Division carried out night ambushes and intensive patrolling, killing more than 800 enemy. At 0700, March 26, the Third Marine Division with the 147th Infantry attached assumed responsibility for patrolling the entire island. On April 4 the 147th Infantry Regiment relieved all elements of the Third Marine Division. By the 18th, all units were back on Guam and preparing for the next operation.

Casualties for the Third Division (as of 1800, April 10) were 876 killed, 10 missing and 3211 wounded. Casualties for units attached to the division were 892 killed, 11 missing and 3299 wounded. Estimated Japanese dead as of 1800 April 7 was 7845.

On April 6 the Third Marines, with the 3rd Battalion, 12th Marines and VMO-1 attached, began intensive patrolling of that part of Guam south of the line Ylig Bay-Agat Village to eliminate an estimated 150 to 200 Japs. They were reported to be in groups of from five to fifteen and were believed to be armed with rifles, hand grenades and possibly a few automatic weapons. The 3rd Battalion, 12th Marines, was detached and returned to base camp on April 8, VMO-1 on April 12, and the Third Marines (less the 2nd Battalion) on April 13. The 2nd Battalion then passed to Third Division control and continued operations until April 17. During this operation 14 Japs were killed.

The division completed a 13-week training program on July 21 and immediately began an eight-week training program designed to iron out deficiencies in the previous program and to stress co-ordination of larger units and supporting arms. This schedule was maintained until August 3, when the V Amphibious Corps landing diagram and schedule for the "Olympic Operation," was received. Olympic was to be an amphibious landing by the Sixth U. S. Army on the island of Kyushu, tentatively scheduled for November 1. The landing was to be made as follows: the I and XI Army Corps on the east and southeast coasts; the V Amphibious Corps (Second, Third and Fifth Marine Divisions) on the south and southwest coasts, and the 40th Army Division on the west coast. The IX Army Corps was to make a feint at the southern peninsula of Honshu and at the Skihoku Islands, then remain in floating reserve.

While preparations were going forward for the forthcoming 'Olympic Operation," an assault that would take the Marines ashore on the enemy homeland, Japan agreed to cease hostilities in accordance with terms of the Potsdam Agreement. The signing of the surrender agreement aboard the battleship Missouri brought respite to all those units which had dealt telling blows against the enemy - among others, to the Third Marine Division, whose efforts at Bougainville, Guam, and Iwo Jima had been in keeping with the highest traditions of the Marine Corps.