At dawn on November 20, 1943, off Makin Atoll in the Gilbert Islands, a task force of U.S. Navy battleships, cruisers and destroyers moved into position for pre-invasion bombardment while transports carrying soldiers of the 165th Regimental Combat Team (RCT) sailed quietly into their assigned areas off Makin’s main island, Butaritari, at the southern edge of the atoll. Their mission: to capture the atoll from the Japanese for use as a base during future attacks on the nearby Japanese-held Marshall Islands.

On December 10, 1941, three days after the Japanese attack on Pearl Harbor, 300 Japanese troops plus laborers of the so-called Gilberts Invasion Special Landing Force had arrived off Makin and occupied it without resistance. Lying east of the Marshall Islands, Makin would make an excellent seaplane base, extending Japanese air patrols closer to Howland Island, Baker Island and Ellice Islands–all held by the Allies–and protecting the eastern flank of the Japanese perimeter from an Allied attack.

After the invasion, the Japanese began constructing a seaplane base and coastal defenses on Makin. Before long, most of the assault troops were pulled out of Makin and sent to places where they were needed. By August 1942, Makin’s garrison consisted of 43 men commanded by a warrant officer.

On August 17, 1942, 221 Marines of the 2nd Marine Raider Battalion, under Colonel Evans Carlson, landed on Makin from the submarines Nautilus and Argonaut. The Marines scattered the garrison, destroyed some aviation fuel and secured vital papers before they withdrew, losing 21 men.

After Carlson’s raid, the Japanese reoccupied the Gilberts, which had been left lightly guarded, in force. Makin was garrisoned with a single company of the 5th Special Base Force on August 30, 1942, and work on both the seaplane base and coastal defenses of the atoll was resumed in earnest. By July 1943, the seaplane base on Makin was completed and ready to accommodate Kawanishi H8K2 (’Emily’) reconnaissance and Mitsubishi A6M2-N (’Rufe’) fighter seaplanes. Its defenses were also completed, although they were not as extensive as those on Tarawa Atoll, the main Japanese air base in the Gilberts. While the Japanese were building up their defenses in the Gilberts, American forces were making plans to retake the islands.

In June 1943, the Joint Chiefs of Staff directed Admiral Chester W. Nimitz, commander in chief of the Pacific Fleet (CINCPAC), to submit a plan to occupy the Marshall Islands. Initially both Nimitz and Admiral Ernest J. King, the chief of naval operations, wanted to attack right into the heart of the Japanese outer defense perimeter. But any plan for assaulting the Marshalls directly from Pearl Harbor would have required more troops and transports than the Pacific Fleet had at that time. Considering these drawbacks, and the U.S. forces’ lack of experience in amphibious operations, Admirals King and Nimitz decided to take the Marshalls in a step-by-step operation via the Ellice and Gilbert islands. The Gilberts lay within 200 miles of the southern Marshalls and were well within range of U.S. Army Air Forces (USAAF) aircraft based in the Ellice Islands, which could provide bombing support and long-range reconnaissance for operations in the Gilberts. With those advantages in mind, on July 20, 1943, the Joint Chiefs of Staff decided to capture the Tarawa and Abemama atolls in the Gilberts, plus nearby Nauru Island. The operation was code-named ‘Galvanic.’

On September 4, 1943, the Fifth Fleet’s amphibious troops were designated the V Amphibious Corps and placed under Maj. Gen. Holland M. Smith, U.S. Marine Corps. The V Amphibious Corps had only two divisions, the 2nd Marine Division based in New Zealand and the U.S. Army’s 27th Infantry Division based in Hawaii.

The 27th Division had been a New York National Guard unit before being called into federal service in October 1940. It was transferred to Hawaii and remained there for 1 1/2 years before being chosen by Lt. Gen. Robert C. Richardson, the U.S. Army’s commanding general in the Central Pacific, to take part in the Gilbert Islands invasion.

The 27th Division had 16,000 men in three regiments–the 105th, 106th and 165th Infantry regiments, plus the 105th Field Artillery Battalion and the 193rd Tank Battalion, along with supporting units. Its commander was Maj. Gen. Ralph Smith, a veteran of World War I who had assumed command in November 1942. He was one of the most highly respected officers in the U.S. Army.

In April 1943, the 27th Division had begun preparing for amphibious operations. Between May and August 1943, each battalion landing team in the division was assembled at Schofield Barracks on Oahu and instructed in the use of ropes, cargo net climbing, boat team drill, disembarking from mock-up assault craft and other techniques of amphibious warfare. After Schofield Barracks, each battalion received a week’s instruction at the Waianae Amphibious Training Center, where a pier simulated a naval transport, and a specially constructed barge anchored offshore was used to give the troops experience in debarking from a listing vessel.

The prospect of actual combat encouraged intensive training. Tropical hygiene and other skills for living in the jungle were studied. Tank, artillery and infantry units took part in platoon, company, battalion and regimental field exercises. The troops practiced attacks in jungle terrain, night operations, attacking fortified jungle positions, and the elimination of Japanese snipers. Only one problem was found in the 27th Division’s training program. ‘No systematic training of army tanks in conjunction with small infantry units was attempted,’ an Army historian wrote. ‘In view of the importance of a smoothly functioning tank-infantry team in the forthcoming operation, the omission was serious.’

While the men trained, planning for the landing operation continued. Planning for the 27th Division’s role in Operation Galvanic (the Army portion was code-named ‘Kourbash’) began in early August 1943, with Nauru Island in the western Gilberts as the original objective. In September 1943, however, the 27th’s target changed. Analysis of the problems involved in capturing Nauru at the same time as Tarawa and Abemama, plus Holland Smith’s doubts about the green 27th Division’s ability to take the heavily defended island, caused Admiral Nimitz to shift the 27th’s target from Nauru to Makin, in the northern Gilberts.

The 27th Division’s staff learned of the change of target on September 28, 1943, scrapped the original Nauru plan, and began planning to capture Makin.

They had six weeks to collect intelligence on Makin and incorporate it in the revised landing plan. The submarine Nautilus, with the 27th’s assistant Intelligence officer, Captain Donald N. Neuman, aboard, cruised around Makin in early October 1943 photographing the west and south shores of Butaritari Island through the periscope. Pictures taken by Seventh Air Force photo flights, along with those taken during U.S. carrier-based air attacks on the Gilberts in September 1943, were used to establish the strength and position of Japanese defenses on Butaritari. The report of Carlson’s raiders and information from two former Makin residents, Lt. Cmdr. Heyen of the Royal Australian Navy and Private Fred C. Narruhn of the 1st Fiji Infantry, provided more useful information. Using those new sources, improved plans were devised to fit the conditions at Makin.

The 165th Infantry Regiment, commanded by Colonel Gardner J. Conroy, was chosen to make the assault. It was reinforced by a detachment from the 105th Infantry, two tank companies of the 193rd Tank Battalion and three batteries of the 105th Field Artillery Battalion–a total of 6,470 officers and enlisted men.

Following shore-based training, the 165th conducted joint amphibious training on beaches in the Hawaiian Islands. The first rehearsal was held in Maalaea Bay, Maui, on November 1, 1943, with simulated naval gunfire and air support. A full-scale landing rehearsal was held off Kahoolawe Island at dawn on November 3, using live naval gunfire and air support, coordinated by fire control parties ashore. Assault troops were loaded on landing craft and taken to the line of departure but did not land, because Kahoolawe’s rocky beaches were unsafe for landing craft. The transports then returned to Pearl Harbor for final briefing, repairs and loading before sailing to Makin with Admiral Richmond Kelly Turner’s Northern Attack Force.

On November 10, with Colonel Conroy’s troops and equipment loaded aboard transports Leonard Wood, Neville, Alcyone, Pierce, Calvert and the LSD (landing ship, dock) Belle Grove, the Northern Attack Force left Pearl Harbor for the Gilberts. During the 10-day voyage to Makin, the troops were briefed on their target and the attack plan. When they were not in briefings, the men passed the time as best they could on board the crowded transports.

‘About all that can be said is that by the time they departed for Makin, the first strangeness had worn off, the men were no longer prone to sea-sickness, and they were reasonably content,’ Army historian S.L.A. Marshall wrote. ‘However, it is to be noted that for the first five or six days most of the personnel were tense. What changed all this was the experience of crossing the equator and the full day and a half of horse play attendant thereto. From that time onward, one senses a completely different attitude on the part of officers and men.’

While the 27th Division’s soldiers were sailing on crowded troop transports for their first major amphibious operation, the Japanese on Makin were waiting for them. Heavy aircraft losses and the sinking of four heavy cruisers in the Solomons meant that the original Japanese plan of a strike at the American invasion fleet by forces based at Truk in the nearby Caroline Islands was scrapped. The garrisons at Tarawa and Makin were left to their fate.

On the eve of the invasion, the Japanese garrison on Makin Atoll’s main island, Butaritari, consisted of 798 men: 284 troops of the 3rd Special Base Force-Makin Detachment, 100 aviation personnel, 138 members of the 11th Construction Unit and 276 men of the 4th Fleet Construction Unit, all commanded by Lt. j.g. Seizo Ishikawa. Most of the aviation and labor troops had no combat training and were not assigned weapons or a battle station. The number of actual combat troops on Makin was no more than 300 men.

Butaritari’s defenses were centered around the lagoon shore near the seaplane base in the central part of the island. There were two tank barrier systems. The west tank barrier, which extended from the lagoon two-thirds of the way across Butaritari, was 12 to 13 feet wide and 5 feet deep, and was protected by one anti-tank gun, a concrete pillbox, six machine-gun positions and 50 rifle pits. The east tank barrier, 14 feet wide and 6 feet deep, stretched from the lagoon across two-thirds of the island and bent westward with log anti-tank barricades at each end. It was protected by a double apron of barbed wire and an intricate system of gun emplacements and rifle pits.

A series of strongpoints was established along Butaritari’s ocean side, with 8-inch coastal defense guns, three 37mm anti-tank gun positions, 10 machine-gun emplacements and 85 rifle pits. The Japanese expected an invasion to come on the ocean side of Butaritari, following the example of Carlson’s raid in 1942, and established their defenses two miles from where that raid had taken place. Without aircraft, ships or hope of reinforcement or relief, the outnumbered and outgunned defenders could only hope to delay the coming American attack for as long as possible.

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