Dunkirk, May 14th – June 2nd 1940

Typescript account of the service of
2nd Lancashire Fusiliers in France and Belgium, 14th May – 2nd Jun 1940, notably their evacuation from Dunkirk, 30th May – 2nd Jun 1940.
Major Laurence Arthur Manly M.C.  – 14th Jun 1940.

Going Postal
Born in 1899; 2nd Lt, Lancashire Fusiliers, 1917; served in France and Belgium, 1918; Lt, 1919; served with Indian Signal Corps, 1924-1928; Capt, 1930; Staff Officer, India, 1930-1932; Adjutant, 1933-1936; Garrison Adjutant, 1937-1940; Maj, 1938; Lt Col, 1940; served in France, 1940; killed in action in Tunisia during Operation TORCH in 1942.


Prior to the outbreak of war in Belgium and Holland the Battalion had been living in billets in Tourcoing near Lille in more or less peace time conditions. The Battalion is the senior Regiment in the Brigade (IIth Infantry Brigade) which consists of ourselves , 1st En East Surrey Regt and 5th Bn The Northamptonshire Regt. The IIth Infantry Brigade is in the 4th Division of the II Corps.

On May 14th. the Battalion proceeded by M.P. from Tourcoing to Brussels and a billet­ing area was allotted a mile or two N.W. (near Wemmel) of Brussels. This move by M.T. was only a partial success and the Battalion did not arrive until 4.30 am on the morning of May 15th. Certain diversions had to be made owing to heavy bombing of cross roads and the road was choked with refugees.

The Battalion was now in reserve and this day was spent in Recces, by Officers and sleep by men. Our future role was to take up defensive positions along the canal running N.E. and S.W. through the western part of Brussels.
We had received a most enthusiastic welcome from the Belgians, men, women and children all giving the universal ” thumbs up ” sign. The spirit of All Ranks was first class and it remained so throughout the retirement. Further Recces were made by Officers on the evening of the 15th, and at first light on the 16th, May, for we had by now been told that we would have to take up defensive positions along the canal sometime on 16th May.   On the afternoon 16th May the Battalion moved into billets in Brussels and that night moved into positions to defend the canal.

At 8 am on the 17th the blowing up of all bridges except one was completed, one of the largest being left for the retirement of 1st. Corps until 3 pm, on tie afternoon of 17th. May. The demolition of the bridges was a most impressive sight and a great technical success for the LE’s.  The last bridge was blown at approx. 3 pm,the order being given by the 2nd, i/c who ran hard afterwards but had a very lucky . escape, a large piece of iron grating falling from a house knocked him down but failed to connect fully.

The Officers, W.O’s and C.Q.M.S’s of the Battalion were now as set out in Appendix “A”

That evening orders were received for a withdrawal to take place by Route March by night to Aspelaere behind the Dendre Canal and some 18 miles due West of Brussels. It was about this time that we realised that things were not going as well as we hoped and information of retirements to the N. and S. of the B.E.F. were coming in. The Battalion were not shelled or bombed at Brussels.
The retirement from the canal and the Route March back duly took place at the fall of darkness on the night of 17/18th, but no halt, as previously arranged, could be made for the enemy had crossed the canal on our Southern flank and we had to hurry on. The enemy were sweeping our route with occasional bursts of M.G. fire and it was here we received our first casualty, No. 3443139. L/Corporal, E. Smith of the Carrier Platoon who was killed. The Battalion arrived in reserve at Aspelaere at about 8 am on the morning of the I8th. May, and lay up in farm houses etc that morning. All ranks were now suffering from fatigue and lack of sleep.
At 2 pm the same day orders were received to retire to Tieghem five miles S.W. of Audenarde. This move was carried out by M.T. and completed by 9 pm that night. At 5 am on the morning 19th May, the Commanding Officer, Lieut Colonel Leslie Rougier M.C. attended a Brigade Conference, the results of which we took up a defensive position along the Escault on a three Company Front during the morning.

Digging and wiring continued all that day and during the night. The position on the evening of 19th. May was A, B, and C, Companies in the Front Line, D, Coy and Carrier Platoon in Reserve and Battalion Headquarters behind “D” Company. The village of Tieghen about half a mile behind Battalion Headquarters, standing on a ridge 3/400 feet high. The night of 19/20 May and all day 20th May was quiet but signs of the enemy were evident and enemy observation planes were active, the lack of ours being noticeable for the first time. This has since been explained to All Ranks who realise now what a magnificent job the R.A.F. were doing at this time.

On the night of 20/21 May it was quiet and most ranks got much needed rest. The morning of 21st, May the enemy became active and the Battalion supported by a troop of the 30th Field Regiment R.A. inflicted many casualties on formed bodies of enemy Roving forward to the Escault. At about 2. pm the enemy put down a series of Heavy Concentrations, the accuracy of their Artillery fire being remarkable. Battalion Headquarters, A Company, and B Company suffered most, whilst the D.C.L.I. on our right and the East Surrey’s and Queens on our left also got heavily shelled. This bombardment lasted until approximately 6 pm by which time the Queens had withdrawn somewhat so that the junction of the East Surrey’s on our immediate left, and the Queen’s on their left formed in a salient.

A number of casualties were suffered by Battalion Headquarters. An enemy observation balloon was up all afternoon and their Airforce was active. The night of 21/22 May and the morning of the 22nd May the enemy Artillery and Mortar Fire continued and there was an exchange of small arms fire on both sides. The enemy were known to be over the canal on our left and the position was looking somewhat precarious. Many casualties had been inflicted on the enemy by our small arms fire up to date.

At about 2 pm on the 22nd May heavy enemy concentrations of artillery were put down on the whole Divisional front. This bombardment went on until 5.30 pm without cessation and was accompanied by L.AL fire in our forward posts. The enemy could be seen moving forward towards the canal and again we inflicted many casualties.     At about 3pm it was reported that our right flank had been left open and that the enemy had broken through. The Commanding Officer sent up the Carrier Platoon under command of Captain Hugh Woollatt to form a defensive flank on “A” Company’s right.  Hugh Woollatt was last seen at “B” Company’s HQ, on his way back to the Carrier Platoon, which he had placed in position, and has been missing since. He is a most gallant Officer and behaved quite fearlessly under fire. He may be wounded and captured.

Meanwhile our forward posts had suffered rather heavily, some being wiped out. Many instances of gallantry occured during this afternoon’s fighting, they are too numerous to recount here.

At about 6.15 pm, orders were received from Brigade Headquarters to withdraw on to the Tiegham Ridge. I was then with the Commanding Officer half a mile in front of the ridge in a railway_cutting, Battalion headquarters had had a very heavy pasting all afternoon and were somewhat depleted in numbers. The Commanding Officer sent out the necessary orders and told me to get back to the ridge with all of Headquarters I could find and organise the defense as Companies arrived. He himself went forward, first to “D” Company in reserve and then to “B” Company’s HQ to see how the retirement was taking place. It was at “B” Coy HQ, that he was killed instantainously by a piece of shrapnel through the head. I cannot tell you what his loss meant to us. Apart from our friendship he was a most splendid Officer and man and died as he had lived, setting an example of doing his duty and more than his duty to all ranks.
The Regiment and the army has lost a great Officer.

The position at about 7.30 pm was as follows:- Most of the Battalion had taken up a defensive position on Tiegham Ridge covered by “D” Coy who were still in position in front of the Ridge. Nothing had been heard of the Carrier Platoon or the Right Front for some time. One Company of the Black Watch was with the Battalion and there were two Companies of the Black Watch some 1 1/2 miles to our left at Caster. The D.C.L.I. on our right could not be found and part of the East Surrey’s on our left had been seen to withdraw along the road on top of Tiegham Ridge. Thus it appeared that both our flanks were open and enemy M.G. Fire could be heard less than 1/2 mile away on our left flank, Headquarters of the Brigade had been seen to withdraw.
Orders to withdraw to the Franco-Belgium Frontier were received about 8.15 pm, had received the news of Leslie Rougier ‘s death about 7.45 pm, thus at about 8.45 pm the long march back commenced taking us to within a few miles of where we had started on May 14th. It was a very weary, depleted and mixed Battalion that arrived at Roncq on the early morning 23rd May and all that day we rested and licked our wounds.

In Officers we had lost the following:- Lieut Col L. Rougier. Killed.
Capt. H. Woollatt. Capt. C. Harrington. 2nd Lieut D.W. Jackson. Missing. Major. Jimmy. Dykes. Wounded.
We were deficient in killed, wounded and missing of about 173 W.Os and other ranks.

On the morning of 24th May, various conferences were held and late that afternoon orders were received to take up a defensive position on the Canal Bank which runs between Halluin and Menin, we were on the Halluin side.

All night of 24/25th and all day 25th was spent in strengthening the positions which were not particulary nice ones as they were overlooked in many places by houses from the far side.    Our Divisional Commander, Major General D.G. Johnson V.C., C.B., D.S.O., M.C. visited us at midnight 24/25th May and I took him round our right flank where we joined the 3rd Division.     Except for some light shelling all was quiet until early morning of 26th May. All this day there were heavy exchanges of small arms fire and enemy sniping was particularly trying. We were forced to hold on to our forward canal positions as the canal could not be seen from further back owing to thick woods.

2nd Lieut John Gribble was wounded and 2nd Lieut R.L. Stevens was killed on this day. The latter had gone to one of his forward posts and got a snipers bullet through his head, being killed instantaneously. He was a first class boy and died doing his duty and encouraging his men. Orders were received that evening to retire by route march to the vicinity of Poperinghe and forward positions had to be finally adandoned by midnight, this was duly accomplished without many casualties.

At first light 27th May, I met my Brigadier at Wytchaet about half way back to Poperinghe, he told me that the IIth Infantry Brigade had been put under Command of 3rd Division who were now in action on the left flank of the General Retirement, in other words, facing East. The enemy were pressing strongly to cut off the line of our retirement and part of 3rd Division had withdrawn. The situation therefore was not so good. The Battalion arrived in small groups and as they arrived we re-organised and went into action, “HQ” Company went into the front line as a rifle Company and did well.
Things went better later in the day, the enemy were counter attacked and were driven back a considerable way, the Battalion were heavily shelled in this position and we were bombed for the first time, amongst other casualties 2nd Lieut Pat Dawson was wounded in the leg, I saw him five minutes later and he was smiling as usual, I hope we get him back soon.

That night 27/28th May, we retired by march route to a lying up area 5 miles North of Poperinghe, we arrived there about 8am, had a meal and by 1O am were embossed and went straight back to Furness near the coast. The Battalion took up a defensive position along the Furness – Newport Canal facing south east, the enemy were already in contact but were not up in any strengh and there was only a small amount of shelling and M.G. fire, we stayed in this position digging in until 3 am, approx­imately on the 29th, and then were relieved by three Battalions of 5th Division.
We were ordered to take up a reserve position behind the 1Oth and 12th Brigades who were in front of the Newport facing North East and South east, this move was completed by 9 am, and the men very quickly dug themselves into the sand, had a meal and dropped off to sleep.

Here we were shelled at intervals all day but did not receive many casualties, the Airforce of the enemy were very active.
We realised now that we were surrounded and that an attempt was to be made to embark the B.E.F.   Our Brigadier (Anderson) was sent to Command 3rd Division on this night 29th/30 May and we received a visit from our new Acting Brigadier Colonel Horrocks, a most inspiring and cheerful Officer.  At 4 am, 30th May the Brigade Major. Captain Twohig, visited me and gave me the cheerful news that we were to leave our present position at approx midday and march to the embarkation point at La Panne.
Enemy shelling continued all that morning and their Aircraft did much bombing. At 11.45 am our high hopes were dashed to learn from Colonel Horrocks, who came to our Battalion Headquarters to tell me that there had been a slight break through on our Right and we and our old friends the East Surrey’s were to be put in to strengthen the line and counter attack if necessary. All Ranks received this news with absolute calmness and showed no sign of the disappointment they must have felt. One hour later Colonel Horrocks congratulated me on the bearing of the men of the Battalion and on the quickness they had moved from the old position to that of the new. “C” Company, now Commanded by 2nd Lieut Fulton was left behind in the old position and came under the Command of the 5th. Northamptons.

The new position was some 4 miles away on the Eastern outskirts of Oost Dunkerque and there we lay up under what cover we could find from about 2 pm, until approx. 6 pm. Officers made recces. but otherwise the Battalion was not employed actively, we were quite heavily shelled and “A” Company had one very bad piece of luck, a single shell landed right in the shallow ditch in which they were lying killing 6 men and wounding others.     The situation in front of us had been restored somewhat and at 6.15 pm, 30th May we received the welcome order to go by march route to La Panne 6 miles to the South West and there embark.     This was going to take some time as the Battalion had to march by sections with 200 yds intervals. However by 8.30 pm. all the Battalion had passed the Battalion check point and I accompanied by the Adjutant, Quartermaster, Intelligence Officer and R.S.M. went on to the Brigade check point and reported. I spent half an hour there talking to Colonel Horrocks and everything looked very rosy.

We when motored to La Panne in my Humber which we destroyed on arrival. I was now nearly dark and we could find no trace of the Battalion except for a few odd men who seemed to think that most of the Battalion had got on Board. In actual fact I think a large proportion had, but shortly before we arrived, the enemy had put down a heavy Artillery concentration on the improvised Quay and troops had got dispersed and mixed up.

From this time, about 1O pm. 30th May, onwards is not so much a history on the Battalion, as a collection of hundreds of individual stores; all of them will tell of great hardships and many of them would tell of great gallantry.
Those ranks of the Battalion who embarked on the night of 30/31 May, in some cases their ships were bombed and crippled twice and they arrived home on a third ship, others did not embark until the afternoon of 31st May and had to walk many miles to Dunkerque, and even more stayed on the Beaches until the 2nd of June before being picked up, and subjected to machined fire and bombed and shelled from the air. Some ranks got hold of rowing boats and rowed halfway across the channel before they were picked up.  The Gallipoli Gazette
should not lack interesting stories for many years to come. It is now the 14th June 1940, and we started out from Tourcoing on the 14th . May, with strength as follows :-

Officers.   W.O’s.     Other Ranks.
  27.        13.        752.
of that number there now remains :-

Officers.   W.O’s     Other Ranks.
  17.        11.        468.

I have been unable to recite here many instances of Gallantry by All Ranks, you will learn of them by reading of those whom have received decorations or have been mentioned in dispatches, but to you to whom I am sending this brief history, I declare in no uncertain manner, that the spirit of this Battalion of the XXth. during the whole of the retirement was exceedingly high and is so now.     All Ranks lived up to the very high traditions of the Regiment and you may well be proud of this Battalion.

Appendix ‘A’.
Disposition of Officers Etc.

Bn. HQ.    
Lieut Colonel. L. Rougier. M.C.       Officer Commanding
Major. L.A. Manly. M.C.               2nd in Command
Captain. M.C. Pulford.                Adjutant
Lieut. T.A. Marsh.                    Intelligence Officer
Lieut. QM. B. Jeanes.                 Quartermaster

H.Q. Company.                 
Capt. G.K. Franklin. 0.C.        C.S.M.: Tobin.       C.Q.M.S. Bedford.
2nd Lieut. B.Wilson.             P.S.M. Wilde.      P.S.M. McNulty.
2nd Lieut. C.H.Townley.          P.S.M. Heap.        R.S.M. Starling.
Capt. H.A. Wollatt.              R.Q.M.S. Crewe.
Att.  Capt. J.Gardner. Padre.
Lieut. Hooper.   M.O.

“A”. Company.
Capt. S.J.L. Kelly    0.C.       P.S.M. Healey.       C.Q.M.S. Hutton.
Lieut. J.N. Smale
2nd.Lieut A.M. Frank.
2nd. Lieut. R.L. Stevens.

“B”. Company.
Capt.F.F.Gregory.     0.C.       C.S.M. Oliver.  P.S.M. Bingham.
Capt. J.F.H.Hudson. M.C.         P.S.M. Davies.  C.Q.M.S. Currie.
2nd. Lieut. Jackson.
2nd. Lieut. J. Gribble.

“C”. Company.
Major. G.H. Dykes.    0.C.       C.S.M. Alexander.    C.Q.M.S. Tootill.
2nd.Lieut.P.J.Fulton.            P.S.M. Bellingham.
2nd. Lieut. G.M. McLaren.
2nd. Lieut. R.M. Porter.

“D”. Company.
Capt. L. Harrington.  0.C.       C.S.M. Greenhalgh.   C.Q.M.S. Crook.
2nd. Lieut. E9C, Sharp.
2nd. Lieut. D.H.W. Jackson.
2nd. Lieut. P.E.Y. Dawson.




Commander in Chief.   General. The Viscount Gort.

2nd Corps. Lieut General Alanbrooke. Comd 3rd. 4th, 5th, and 50th Divisions.

Divisional Commanders.      Major General. Montgomery.
                            Major General. Johnson.
                            Major General. Franklyn.
                            Major General. Mortel.

4th Divisional Commanders. Brigadier. E. Barker.      1Oth Brigade.
Troops.                               2nd. Beds and Heats Regt.
with Brigade Commanders.              2nd. D.C.L.I. Regt.
                                      1/6th. mast Surrey Regt.

                           Brigadier. K. Anderson.    11th Brigade.
                                      2nd. Lancashire Fusiliers.
                                      1st. East Surrey Regt.
                                      5th. Northamptonshire Regt.

                           Brigadier. J. Hawkesworth. 12th Brigade.
                                      2nd. Royal Fusiliers.
                                      1st South Lanes Regt.
                                      6th. Black Watch Regt.

Credit: King’s Collection MANLY, Lt Col Laurence Arthur (1899-1942)


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