Among the more than 320,000 Allied soldiers participating in Operation Overlord was a young Harvard Business School graduate, Lieutenant John Bentz Carroll. Assigned to the regimental advance headquarters of the 16th Infantry, 1st Division, he was in the second wave of landing craft to splash onto the \"Easy Red\" sector of Omaha Beach on June 6, 1944.

Lieutenant Carroll was one of the few members of his headquarters detachment to survive the first terrifying minutes of the D-Day assault on Normandy. His harrowing account of the chaotic scene amid a storm of shot and shell has been adapted from an interview by Brian C. Pohanka.

I was assigned to the regimental advance headquarters, which would go in with the first and second waves. Colonel George Taylor was the 16th regimental commander-old Army, a good man, hardened by battle. The officer in charge of the advance command post was Lt. Col. Bob Matthews, regimental executive officer. I was to go in as part of the advance command post with Colonel Matthews. We were to establish an advance regimental CP [command post] on the beach and assist in sorting out the companies and battalions after landing.

About a week to 10 days before shoving off, General [Omar] Bradley paid an off-the-record visit to 16th regimental head-quarters. In his inimitable warm way, he told the officers assembled for dinner that we were one of four such regiments chosen to be an \"assault\" regiment on D-Day at Omaha or Utah beaches, and explained in detail what we might be faced with on that memorable day. He concluded with his prayers for our success. He then spent the night at headquarters and talked for several hours in front of a huge fireplace to a dark room full of concerned officers. Among other famous visitors was [British] General [Bernard] Montgomery, who at the time really believed he was the top commander for the invasion. We had stood in the rain for more than an hour and a half, the entire regiment gathered in formation, as he stood in his jeep. He ordered us to all take off our helmets so that he could see our faces and remember us for the heroes we were destined to be. And so help me, he seemed to look into each of our faces as if he would imprint them in his memory.

It was a 1,000-man transport-attack boat that I was on, and that Navy craft held a reinforced infantry battalion, plus a few extra troops-up to 1,600 or 1,700 men. There were all kinds of boats carrying American troops. Tanks, artillery, corps artillery and corps specialists were carried by all kinds of vintage 1920 boats; anything that floated was carrying troops. Some of those poor devils were on those ships a week to 10 days. They had pulled in and lined up at the harbor in Portsmouth while we were loading, so we could move as one body.

The living conditions were very hampered and very limited. There was a lot of talking when we first went aboard; by the second night, when we definitely knew we were going in on D-Day the following morning, everything became quiet. Men got out pencil and paper and started to write their loved ones at home. Most of the crap games disappeared, the card games disappeared to a large extent, and the men started to become quite sober about what they were about to go into.

We arrived five to six miles offshore about 2:30 a.m. and immediately transferred to landing craft, unloading down the ropes. These ropes were great big mats down the side of the boat. It was a 30-foot drop if you caught the boat at the bottom of a wave. If you caught it at the top you could walk aboard. The waves were very choppy when I loaded, about 3:15 a.m.

I was in an LCM [landing craft, mechanized], which held 75 to 100 men maximum. There were also LCIs [landing craft, infantry], which were larger; they held a company of infantry. LCTs [landing craft, tank] brought in four tanks, I believe.

We started to line up the echelons or waves going in. It was a weird sight in the pre-dawn to see tiny lights bobbing in a broken line as far as one could see. The first wave was already departing; it hit the beach about 6:30 on the nose, when it was supposed to. The second wave was to come in at H-Hour plus something like 20 minutes, and it was starting to get late. We came in right behind the second wave, before the third wave, in our advance CP boat. People were throwing up all over the boat, trying to avoid each other. Some just stood stoically and said not a word the whole way in. It took us a long time to cover those six miles, a long time!

Colonel Matthews was in charge of the advance CP detachment. We had a radioman, also an Army Air Forces major named McGovern and his own radioman, to call in the 9th Tactical Air Force for shore support. Other communication outfits from HQ_Company and special assignees were there.

Enemy fire was knocking off the boats up to a mile out, here and there, spottily at best, although they were shelling, I am sure, as fast as they could throw it in. There wasn\'t any doubt then that all the German forces knew the attack was on. It was full light by now, around 7 to 7:15 a.m. Two hundred yards out we took a direct hit. It knocked out an ensign and a sailor beside him who were steering the craft in the rear. They disappeared along with the controls. The boat started to get out of control, to weave and wobble. We were about two blocks from the shoreline.

Heavy fire was shooting a rat-tat-tat on the front of the boat. Somehow or other, the ramp opened up, probably due to the loss of the controls, and the men in the front were being struck by the machine gun fire. Everyone started to jump off into the water. They were being hit as they jumped, the machine gun fire was so heavy. The water was at least 10 to 15 feet deep, but I didn\'t wait long. I saw men getting hit and went over the side. As I was going over, I thought I saw the colonel being hit in the water.

Every man acted for himself, on his own instinct. I think when they saw the colonel go over, everybody went over. I remember getting my bandoleers off, struggling for air and trying to get to the surface. I didn\'t figure I would have any trouble swimming the short distance to the beach. My big trouble was with the tide. The machine gun bullets were hitting all around us and killing a lot of men in the water. But the tide was moving us so rapidly we would have to grab out at some of those underwater obstructions and mines built on telephone poles and girders, and hang on. We\'d take cover, then make a dash through the surf for the next one, 50 feet beyond.

The men would line up behind those poles. They\'d say, \"You go-you go-you go,\" and then it got so bad that everybody just had to go anyway, because the waves were hitting with such intensity on these things. Somehow I got up onto the beach, but I couldn\'t remember anything for five or 10 minutes. I was just groping and trying to find my way around the beach. Later I learned that when I was briefly knocked unconscious, another soldier had pulled me above the waterline. The tide had us all pressed onto a short strip of shore between it and the minefields. It was just a line of rock rubble-no cover from German enfilade fire because of the curve of the beach.

The men had piled up right on the beach. There was maybe a foot or two of sand behind which the men could catch their breath. Many were trying to dig shallow foxholes, but they offered little protection. The Germans were shooting us in the back from the bluffs of the deeply curved beach. And they had beautifully constructed crossfires enfilading us from the sides of the cliff where they had built concrete gun emplacements. The Air Forces bombed them, I\'m sure, but never hit them. We were taking a lot of fire, 88s and everything. The mortar fire was tremendous.

I thought we were never going to get off the beach. Then the cruisers and destroyers opened up. They were 600 yards offshore and firing flat trajectory at the German gun emplacements above us with 8- to 12-inch shells. The emplacements were being completely destroyed, and chunks of cement as big as a foot square were falling all around us and on us. The shells were coming in no higher than 100 feet over our heads. They hit and blew that cliff right out.

Only two or three from my detachment made it to the beach alive. I think most of them were killed at the time the boat was hit. Later, the Army said all were killed on the boat, but I made it. You know how Army reports are. The radioman got ashore but lost his radio out in the water. The other lieutenant in the boat was killed, and when I looked around there were only two or three other men there who were on my boat. I felt somebody tapping me on the leg, and I looked around and here was a GI who was 100 percent naked. all his clothes had been blown off, and he was wounded in the neck. I pulled him up on the sand and tried to dig him in, if only a foot or so.

About this time the veneer of experience began to assert itself-\"Here comes the 1st Division\"-and you could see the men starting to realize they had major objectives ahead of them and they had to get from the water to the beach to the bluff. What really got us going was the hard core of young lieutenants who had experienced Sicily and Africa, and the old Regular Army noncoms they had with them. That combination attracted the remnants of their companies, and anyone else nearby. As we moved through the minefields, across the beach and into the ravines on the hillside, we seemed to work our way along a path outlined by wounded men who hadn\'t been reached by the medics. These wounded were giving directions to the oncoming infantry, pointing out where it was safe to step.

I really think it took between 72 and 98 hours to get the companies straightened out again. You\'d find an E Company man in \"I\" or something like that, or an \"F\" in \"C\" and so forth, and we didn\'t have time to sort them out on the beach. The officers and NCOs just gathered men by bodies, maybe 25 to 50 together, and began operating all along the beach like that. It was that \"gang\" leadership that I think saved the day at Omaha.

We began the move off the beach about 8 or 9 o\'clock. That\'s when Colonel George Taylor made the famous remark, \"Two kinds of people are staying on this beach, the dead and those who are going to die-now let\'s get the hell out of here!\" The men started running, and pretty soon the troops below the bluff were three and four deep trying to fight their way inland. As we crossed the beach, the Air Forces communications major was struck while he was running about 35 or 40 feet behind me. I was looking back over my shoulder at him when he was hit by a shell; he had a hole right through him.

The mortality among the tanks was terrible, absolutely terrible. They had this illconceived idea that they could float a tank with canvas balloons in combat. Now, no matter where they practiced in England, when they got down to the ocean, I had serious doubts that this was going to be effective. But I don\'t think they had any other way of getting the tanks in there in a hurry. Lots of our friends from the 741st and 745th Tank battalions drowned in the tanks. Three to five tanks got on our beach. One of them that came into action was fired by a 1st Division man who pulled the dead out of the tank, got in and fired it himself. he knocked out a German 75mm gun emplacement that was raking the beach, and he got the Medal of Honor for it.

I was going from one group to the next trying to find out what kind of strength we had left so that Colonel Taylor and the regimental headquarters under the bluff could coordinate and restructure units. At that point, the headquarters CP consisted of Colonel Taylor, Adjutant Friedman and several enlisted men under the cliff; everyone else was out as runners, trying to maintain communication. It was sometime between 9 and 10 o\'clock, I believe, that we pushed up the slope. There were three draws that had to be cleaned out before the units could get to the top and move onto the plateau. Getting up there was anywhere from a city block to three blocks in length. Going up those draws we had to go through German minefields, and I often wonder how the hell we got through them. Some of our men were literally blown to pieces. They knew they would be blown up but knew they had to keep going. They were the true heroes. One lieutenant in the regiment threw his body down to help clear the end of the minefield; nobody else would do it.

I reached the top of the bluff about 11 a.m. By that time our lead elements had reached a road that parallels the shoreline, and they were trying to get their bearings. Keep in mind that they had gone through a tremendous ordeal getting up there, and the whole unit was shot with confusion. It was operating like groups of commandos until some semblance of regimental control began to assert itself, which I would say wasn\'t until around 4 to 5 p.m. at the earliest. Colonel Taylor set up his CP in the yard of a farmhouse atop the bluff. The shelling was still heavy. I remember I was walking near one wall, and when a shell came in, I dove for cover and landed in a huge pile of manure along with the colonel, which caused a laugh at the time.

There were a few Germans dead right on the beach. Once I got to the top of the bluffs, the colonel sent me down the road to the east to see if there were any of our troops on our left flank. I had gone about a mile up that road with two GIs when we saw the Germans dug in, and they started firing on us. So we came back and reported. This road remained segmented by the enemy pockets until night, when lateral U.S. attacks cleaned them out.