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The 5th Bn The Gloucestershire Regt. had mobilized 1st Sept. 1939 and sailed for France on 14th January 1940. After a halt at Caudebec, near Havre, they were billetted at Thumeries. In very cold, snowy conditions they helped with preparing anti-tank obstacles and undertook training. In the spring they moved into the front line, taking over a sector in the Saar front, beyond the Maginot Line. During a patrol in the Grossenwald-Grindorff-Bizing area they had their first engagement with the Germans. End of April they were billetted at Auby. 13th May moved to Waterloo, near Brussels.



by Michael Shephard
(Back Badge 1950)

Grindorff was, and far as I know is, a tattered village on the edge of that tattered frontier between Alsace and Germany; from the tower of its church you can see well into Germany.

In March 1940 the 5th Glosters entered the line and awaited the onslaught of the enemy with trepidation. I was in command of No. 12 Platoon, "C" Coy., at that time commanded by Charlie Norris. We were positioned in the village with another platoon on our left some 100 yards away and staggered back by 100 yards, and on our right by a platoon of another company, also lying behind us in woodland. A sudden blitz raid was made against a platoon of "D" Coy. commanded by Tom Carter. This was held and repulsed, although we lost men as prisoners and casualties. We only heard about this action, but were ourselves involved in another:

On the morning of 3rd March I was ordered to report to Company HQ at Bizing, which lay about three quarters of a mile from Grindorff down a very straight road. Charlie Norris told me that I was to take a patrol out that evening and lie up, listening for any enemy patrol movement across the stream that cut our No Man's Land in two. I was to take a section with me and this would be made up by a section recruited from HQ under the command of CSM Clifford. Cap comforters were worn, faces were blackened, genades fastened to web belts by the hand levers, and ammunition was readily available. For the trip through the deserted streets we were escorted by another section which formed the normal evening stand-to patrol.

At 2100 hrs I led my 7 men (country me from Tewkesbury and Winchcombe) away from the main lower street of the village and down through a cottage garden and crossed a wire fence. It was about 5 minutes after this that the enemy, about 30 strong, opened fire on my platoon position back at Grindorff. We were moving steadily along the old French wire when we heard the firing behind us. We carried on our patrol for about 15 minutes until enemy snipers began to make things difficult. We found a hollow and used that as cover, lying in a circle, keeping an all-round outlook.

By 2145 hrs the battle was going strong up at the platoon positions. We had watched about 150 of the enemy move up the wire. The enemy were attacking in front of the Platoon HQ when the Bren gunner covering the position, Pte Bailiss, was wounded by a Schmeizer and hand grenade. He was carried back just as the enemy came through the wire and the Bren gun slipped and Pte Bailiss fell. It was then that Sergt. Bill Adlam moved out in full view of the enemy and, under fire, recovered the gun, firing it and beating off the German assault. For this he received the Military Medal - the first TA soldier of the war to get this award.

About 2300 hrs Pte Bidgood, one of my patrol, was wounded and seemed in a bad state. I decided to get him back and moved the patrol up to the village. We moved steadily, carrying Pte Bidgood in the rear, but I realised that our own troops would be ready to fire on anything that moved in the street. I decided to hail the post and shout "Blackbird coming back wounded." (From the old marching song, "Where be that backbird be?") At 2330 hrs we entered the post, but as we did furious firing broke out again. Sergt. Adlam came out from the sandbags and helped us home. By 2345 that attack was so strong on our left flank that I put up the machine gun SOS of three greens. What a glorious sound that sustained staccato fire was; it broke up the enemy attack very swiftly. For half an hour there was a welcome lull.

At 0100 hrs the next attack came with a sudden shock, on our right and behind us. Above the row I could hear Sergt. Walker swearing in the good old Tewkesbury tongue at the Boche. 0120 French 75's put down 30 shells, but the attack continued. At 0130 a German dropped a grenade through the window of Platoon HQ. No one was hurt as we were all on the floor. The attack continued until 0300 hrs. Another burst of French artillery brought the fighting to an end. At about 0440 hrs the third attack began, on our right and behind us.

Ammunition was running low but at 0530 the Carriers arrived, Gavin Scott leading 20 men with 7 Bren guns. After they opened up on the enemy, the Boche left the village for good.


The 5th Glosters at Ledringhem

by Major F.W. Priestley (Adjutant, 5th Bn. 1940)
(Back Badge 1946)

After the strenuous march back from near Brussels and the sharp engagement on the River Escault, at Bruyelle, the 5th Glosters were ordered to withdraw on the 22nd May 1940, to Aix. On the following day a further move was carried out to Nomain. Then followed a long march over congested roads to Herlies, some 10 miles south-west of Lille. From here on the 25th, after a meal but very little rest, the Battalion bussed by different routes to Oost Capelle.

The 25th May was a day of air combats and signs of trouble could even be seen in the Dunkirk direction. After a short rest the Battalion moved off at 1600 hrs to take up positions defending Wormhoudt. The town, till then, had been untouched by bombing and evacuation of its inhabitants had only just commenced. Orders were issued in the early afternoon of the 26th May for the 5th Glosters to move forward and hold outpost positions at Ledringhem and Arneke, some 3 and 5 miles from Wormhoudt. Preceeded by the Carrier Platoon, the Battalion, less "A" and "D" Companies, moved cautiously into Ledringhem without meeting any signs of opposition and were in the village soon after 1700 hrs. The carriers then moved forward to Arneke preparatory to "A" and "D" Comapanies occupying the village, again without opposition. Orders had also been received for 1 platoon, with 1 platoon MG of 4th Cheshires, to be detached to form a road block with a section of anti-tank guns at Rietveld in the rear (east) of Ledringhem on the road Wormhoudt-Cassel. The platoon was provided by "C" Coy. and took no part in the fighting at Ledringhem; joining at Brigade HQ when the Battalion was isolated at Ledringhem and rejoining the Battalion later on.

The forward southern position at Arneke was held by "D" Coy. under Capt. E. Rockett, with three 25mm anti-tank guns of the Battalion under 2nd Lieut. Goscomb. No. 11 Platoon, under 2nd Lt. Henn, was on the railway line some way north of the village.
"A" Coy. with Major D.W. Biddle in command, held the centre and northern part of the village on either side of the railway.
"C" Coy. under Capt. H. Mason, less the platoon under 2nd Lieut. Liversidge at Rietveld, was disposed to cover the road junctions between Arneke and Ledringhem.
Battalion HQ was established in the Ledringhem Mairie, in the centre of this one street village.
"B" Coy. under Capt. C. Norris was given the task of defending the north end of the village and the east flank.
HQ Company under Major A. Waller, disposed sections on the west of and close to Battalion HQ, and also south of Ledringhem.

Battalion transport, such as was necessary for the battle, was dispersed in an orchard on the east side of the village, where, although well camouflaged, it suffered destruction by enemy mortar fire as soon as the battle started. The remaining transport was located near Wormhoudt. The Battalion was given the support of an artillery regiment, whose FOO was present throughout, and which did considerable damage to enemy AFV's and discouraged all enemy concentrations in the neighbourhood. A section of 2-pdr guns of the 53rd Anti-Tank Regiment came up during the evening and were disposed at Arneke. One additional MG Platoon came forward later in the battle and was sited with "C" Company.

The first night was comparatively peaceful. Little was seen of the French, thought to be withdrawing from around St. Omer. Very odd civilians were brought in, interrogated, and locked up, and it was not discovered till afterwards that these were wandering lunatics. The morning of the 27th May, which was fine and warm, brought a detachment of Royal Engineers sent to fix road blocks of iron rails let into the road by camouflet and these proved most efficient. Good progress was made in making earthworks and strenghtening defensive positions in buildings.

First news of the enemy came from "A" and "D" Coys at Arneke who observed AFVs to the east and south. These were the leading elements of the German forces, which, having broken through the French, were now wheeling north to cut off Dunkirk. During the afternoon tanks and embussed infantry were observed out of rifle range and apparently avoiding the villages. An enemy reconnaissance plane was continually overhead and then followed bursts of mortar fire on both villages. The CO decided to send forward a carrier section, and this under Sergt. L.E. Brown, who was later awarded the MM, did valuable work in ambushing parties of the enemy who were now making a determined attack on Arneke from various directions. A large concentration of the enemy was successfully dealt with by Lieut. D.L. Norris with his platoon of "D" Coy. Lieut. Norris was wounded the following day and had to be left as a prisoner of war. This very gallant officer died when in captivity (24th August 1942).

The fighting spread into the village and a burst of machine gun fire wounded Major Biddle, Capt. Rockett, and CSM Hill of "A" Coy.
At Ledringhem the attack was confined to mortar fire and so the remaining sections of the Carrier Platoon, under Lieut. N.W.H. Shephard, were ordered forward to Arneke to prevent an organised attack on the village from the south and north flanks. This they were able to do. The carriers also brought up fresh supplies of ammunition. The enemy withdrew from the village, and then followed a lull in fighting, enabling wounded men to be evacuated well before dark. For comparatively few casualties at Arneke, the enemy had lost during the day, 5 tanks, 5 armoured cars, and a considerable number of personnel.

It was now decided to concentrate the Arneke garrison at the north end of the village. "A" and "D" Companies were, however, brought back to the "C" Coy. area just south of Ledringhem under cover of darkness as there was a possibility of Arneke being cut off. The night was quiet, enemy patrols keeping off, and 0400 hrs 28th May, our artillery opened up on a pre-arranged plan. This fire was kept up most of the morning. Cassel, on the Battalion south-east flank, was seen to be undergoing air bombardment and an enemy aircraft of the Henschel type was seen delivering ammunition in the field south of Arneke. During the morning the QM (Major Vigrass) succeeded in delivering rations, but this was the last occassion, and he and his staff remained at Battalion HQ.

"A" Coy. (now under Capt. Scott), and "D" Coy. under Lieut. C. Norris, together with "C" Coy. were withdrawn in the afternoon from south of Ledringhem to positions forming an all-round defence of the village, orders having been received to hold the present positions for another 24 hours. It was impossible to contact No. 11 Platoon "D" Coy. who had been isolated on the railway line and who eventually returned via Wormhoudt, before rejoing the Battalion at Rexpoede.

During the day the enemy worked around the flanks of Ledringhem, only engaging the village with mortar and some sniping. Telephone communications with Brigade were finally severed by midday, and a despatch rider who made 5 trips during the day to Brigade HQ had come under fire on 4 occassions (Pte A.W. Joines, the D.R. received the MM for his devotion to duty). It was pretty evident that the village was surrounded.

Very soon afterwards the attack started seriously. Short and sharp bombardment by mortars would follow air-burst artillery over the village. The enemy were seen concentrating on both flanks near the church. No direct approach was made before dusk. As the first serious attack was developing 2 NCOs of "C" Coy. came into Battalion HQ with a message from Brigade to the effect that the Battalion was to withdraw if, and when, it could disengage, and proceed to Bambecque via Herzeele. L/Cpls. J.E. Barnfield and R.L.E. Mayo, who were part of the "C" Coy. platoon withdrawn to Brigade HQ at Rietveld, had volunteered to take this message and had taken 4 hours to complete 3 miles. They were both awarded the MM for their brave and timely action, without which the Battalion would have stood fast and would have been eventually overrun. It was now becoming very difficult to link up with the various company HQ's and section posts. This was done by runner during the lulls in bombardments. Two observers in the church tower had been killed by snipers and it was difficult to discover from which flank the enemy was likely to develop his attack.

Counter sniping was taking place from possible upper windows, in which the CO joined at Battalion HQ. Armour piercing bullets came through the walls without doing much damage, but the gaping circles made in many places by shell-fire did not add to any feeling of security in buildings which had to be occupied. By now all carriers and anti-tank guns had been put out of action, most of the crews bing casualties. The artillery continued to give good support, but with darnkess coming on it was difficult to select suitable targets with the enemy in such close proximity.

The plan of withdrawal was based on a timed thinning out from all positions, a concentration in the orchard where the MT had been parked, and a stealthy creeping away by the fields and hedges remote from the road. Zero hour for the head of the colum to leave had been fixed at 2115 hrs.

During the evening the enemy continued short periods of mortar and machine gun fire, followed by an infantry rush from the south end near the church. Two such attacks developed after dark, necessitating the cancelling of zero hour. Unfortunately the cancellation did not reach "C" Coy. at the church and the greater part of them, under Capt. Welford, withdrew as ordered. Missing the turning for the field they passed on through the village and the majority, including Capt. Welford, were captured.

The enemy entered the church yard and tried to get down the village street; this was stopped by heavy Bren-gun fire, but he did established himself in the end houses. They were evicted by a counter-attack with bayonets, led by Capt. C. Norris, Lieut. Dewsnap, the IO, and Lieut. D. Norris, all of whom were wounded and eventually left behind.

During a second attack, the enemy produced a flame-thrower, the fuel of which did not ignite. He was disposed of, but not before much of this unpleasant oil had coated the defenders making it almost impossible for them to hold their weapons and giving rise to a temporary alarm of gas, so pungent was the oil. The withdrawal plan was set at 0001 hrs 29th May. The artillery support was now over and the FOO joined the withdrawal. Major Waller, HQ Coy. successfully led a sally to clear the churchyard. He had gone with the CO to investigate an enemy patrol at the back of the Mairie where Battalion HQ was sited. Both officers were wounded by tommy-gun fire and Major Waller was hit in the head. He died before the Battalion left the village. Colonel G. Buxton was wounded in the leg. Throughout the day Capt. Flowers (the Medical Officer) had worked valiently to collect and assist the wounded under almost impossible conditions. 2nd Lieuts. Shephard, Goscomb, and Owen had been slightly wounded but were also able to accompany the Battalion withdrawal.

This, fortunately, coincided with a lull in fighting. Two medical orderlies were left behind with the 3 wounded officers and the men in the school who were too severely injured to move. The remainder of the Battalion moved off. Smoke from burning buildings in the village helped cover movements. Complete silence was enjoyed and the Battalion left the orchard at 0015 hrs. The Battalion column was single file and fairly lengthy. Capt. L. Hauting (Adjutant) kept the column on the right route. A party of sleeping Germans was discovered and taken prisoner, together with their officer. The column reached Herzeele by 0530 hrs, which proved to be unoccupied. After a short pause they continued to Bambecque which was reached at 0630 hrs. Here the 8th Worcesters were in position and the tired Battalion were able to have a complete rest and food.

The Adjutant of the Worcesters wrote: "During the early-morning stand-to I saw a wonderful sight. Round the corner as I came out of Battalion HQ appeared the survivors of the 5th Gloucesters. They were dirty and haggard, but unbeaten. Their eyes were sunken and red from lack of sleep, and their feet as they marched seemed to me no more than an inch from the ground. At their head limped a few prisoners.... I ran towards Colonel Buxton, who was staggering along, obviously wounded. I took Colonel Buxton indoors....assuring him again and again that his men were all right."

The Battalion embussed later that morning and taken to Rexpoede, commanded by Capt. Mason and the Adjutant. All the wounded were evacuated, prisoners handed over, and the remaining 13 officers and 130 men were soon on their way to the coast for evacuation. The move to the coast commenced after midnight on 30th May. It was the last, and most weary trek. All along the route were abandoned vehicles, many of which had been set on fire by their drivers. French equipment and loose artillery horses were eveywhere.

The beaches were reached close to Bray Dunes at about 0430 hrs, when contact was made with Major F.W. Priestley, who with RSM and 30 men of Battalion HQ and HQ Company, had missed the Battalion at Rexpoede. During the day evacuation was commenced by wading out to small boats for conveyance to ships. The last party embarked consisted of Major Priestly, Capt. Mason, Berenger (the French Agent de Liaison), CSM Wilcox, and 10 men, who were picked up at about 0400 hrs 31st May and taken to the paddle steamer 'Glen Avon' which was moving off for Harwich.

The Battalion eventually concentrated at Kingstone, Herefordshire, a total of some 400 all ranks. 2 officers and 83 men were killed.

November 1941, the 5th Glosters were converted into the 43rd Reconnaisance Regiment.

Awards for France 1940:

Military Cross

T/Capt. N.W.H. Shepherd - 5th Bn - 20 August 1940 - France
For courage and determination in face of the enemy on three occasions. Whilst on the Saar front on 3rd May 1940, his defence of a platoon position in the face of a determined assault lasting several hours, during which ammunition was fast running short, was an example of determined and successful defence, from which the Battalion benefited on a later occasion when other posts were similarly attacked.

Military Medal

5183174 Sergt. W.G.H. Adlam - 5th Bn - 4 June 1940 - France 1940
Sgt. Adlam was Platoon Serjeant of his platoon on the Saar front and showed courage and resourcefulness in action. During the attack on 3rd May 1940 he prevented an ugly situation developing when a wounded Bren gunner had let his Bren gun fall forward out of the emplacement. He quickly recovered the gun and took up the necessary position with it, reorganising the post on the first opportunity.

5185378 L/Cpl. J.E. Barnfield - 5th Bn - 20 August 1940 - France 1940
L/Cpl. Barnfield volunteered with another man to take forward to the Battalion the important order to withdrawal. Although the distance was only 3 miles the Battalion was surrounded by enemy mechanised forces and the task of getting through took them nearly five hours. To these men is largely due the successful withdrawal of the Battalion from Ledringhem.

5179547 Sergt. L.E. Brown - 5th Bn - 25 Oct. 1945 - France 1940
Sgt. Brown, as Platoon Serjeant of the Carrier Platoon on 28th May 1940, carried out covering duties with the Carrier Platoon under the most difficult conditions during which all Bren gun carriers were eventually put out of action. Notwithstanding this misfortune, this courageous NCO rallied his men, continued to carry out the task, and on completion brought back the wounded. Sjt. Brown was later himself wounded and had to be left at Ledringhem as a prisoner of war.

5181900 Cpl. H.G. Cook - 5th Bn -
Whislt in command of an Anti-Tank gun team at Hollain, in the defensive position of a neighbouring battalion, on the River Escaut on 23rd May 1940, led his detachment to recover a gun which had been left during a hard-pressed retirement, and managed to recover the gun. His conduct and leadership was reported upon by his superior officers as excellent.

5185706 Pte P. Morris - 20 August 1940 - France 1940
Pte Morris was wounded by enemy MG fire at Bruyelle on 22nd May 1940, after he had voluntarily made several trips to isolated posts taking tea to the men of his Company. His movement was under fire throughout and his disregard of personal safety was the finest example under those circumstances.

5183231 Pte A.W. Joines - 5th Bn - 3 Sept. 1940 - France 1940
As a motor dispatch rider this man on 5 occasions carried messages to Brigade HQ under fire. On 4 of these occasions he knew well that he would have to pass through enemy troops but proceeded on each journey without thought for his own safety.

L/Cpl. R.L.E. Mayo - 5th Bn - 3 Feb. 1944 - France 1940

5185982 H.F. Tillyard - 5th Bn
He was in charge of a signal line repair party at Bruyelle. During the repair to the important line to Brigade HQ necessitating the joining of some 34 breaks. Heavy shell fire was frequently met with and he ordered his companions under cover on various occasions, carrying on the work single-handed.


Lieut-Col. G.A.H. Buxton - 5th Bn - 20 Dec. 1940 - France
T/Lieut-Col. F.W. Priestley - 5th Bn - 20 Dec. 1940 - France
Capt. P.P.L. Owen - 5th Bn - 20 Dec. 1940 - France
A/Capt. L.C. Hauting - 5th Bn - 20 Dec. 1940
2nd Lieut. L.C. Jenkins - 5th Bn - 20 Dec. 1940