On 23 December 1941, only two weeks after the attack on Pearl Harbor, General MacArthur-then commanding American forces in the Philippines-made one of the most difficult and important decisions of his long and famous military career. Under the threat of impending disaster, he determined on that day to withdraw his forces on Luzon to the Bataan Peninsula, to declare the Philippine capital, Manila, an open city, and to transfer his headquarters to the tiny island of Corregidor. The successful execution of this plan had far-reaching results: it saved the 75,000 troops on Luzon from immediate defeat, delayed the Japanese timetable for conquest by four months, and kept large Japanese combat forces tied up in the Philippines long after Malaya, Singapore, and the Indies had fallen. It is not the purpose of this essay to describe the masterly skill with which the elaborate maneuver-a double retrograde movement-was accomplished. Rather it is to examine the background and circumstances leading to the critical decision to withdraw to Bataan.
The war in the Philippines had begun on 8 December with a disastrous air attack against Clark Field, an attack which destroyed half the heavy bombers of MacArthur's Far East Air Force. In the tragic two weeks that followed, the Japanese continued to achieve astounding successes. During the first few days of the war, they made three preliminary landings on Luzon to secure airfields and to support the main landings to come. On the 22d they made their main assaults, putting the bulk of Lt. Gen. Masaharu Homma's 14th Army ashore at Lingayen Gulf, about 135 miles north of Manila. By 23 December the Japanese not only had landed a large number of troops north of the capital but had achieved aerial and naval supremacy in the Philippines and had isolated the archipelago from Australia to the south
and from Hawaii and the United States to the east.  It was in these circumstances that MacArthur made his decision to withdraw to Bataan.
Plans for the defense of the Philippine Islands had been in existence for many years when General MacArthur returned to active duty. The latest revision of these plans, completed in April 1941 and called WPO-3, was based on the joint Army-Navy ORANGE plan of 1938, one of the many "color" plans developed during the prewar years. Each color plan dealt with a different situation, ORANGE covering an emergency in which only the United States and Japan would be involved. In this sense, the plan was politically unrealistic and completely outdated by 1941. Tactically, however, the plan was an excellent one and its provisions for defense were applicable under any local situation. 
Under WPO-3, American troops were not to fight anywhere but in Central Luzon. (See Map 4.) The mission of the Philippine garrison was to hold the entrance to Manila Bay and deny its use to Japanese naval forces. U.S. Army forces, constituting an Initial Protective Force, consisting of regular U.S. Army troops, had the main task of preventing enemy landings. Failing in this, they were to defeat those Japanese forces which succeeded in landing. If, despite these attempts, the enemy proved successful, the Initial Protective Force was to engage in delaying action but not at the expense of the primary mission, the defense of Manila Bay. The Americans were to make every attempt to hold back the Japanese advance while withdrawing to the Bataan Peninsula. Bataan, recognized as the key to the control of Manila Bay, was to be defended to the "last extremity."
In addition to the regular U.S. Army troops, the defenders could rely on the military forces of the Commonwealth, the Philippine Army, which had been organized and trained by General MacArthur. If used as anticipated in WPO-3, the Philippine Army would be under the command of the Department Commander, a U.S. Army officer, and would be utilized to defend Manila Bay. The plan did not contemplate using Philippine Army troops for the defense of the entire archipelago.
 For a full account of the campaign, see Louis Morton, The Fall of the Philippines, in UNITED STATES ARMY IN WORLD WAR II (Washington, 1953). The account that follows is based upon this volume and includes material taken from it.  Unless otherwise noted, this description is based on the Philippine Department Plan ORANGE, 1940 Revision (short title: HPD WPO-3), AGO No. 326. The author has also had the benefit of conversations with the former Philippine Department Commander. Maj. Gen. George Grunert, MacArthur's chief of staff, Lt. Gen. R. K. Sutherland, his deputy chief of staff, Maj. Gen. R. J. Marshall, and various division commanders and staff officers who participated in the planning and execution of the plan.
WPO-3 divided Luzon, the principal theater of operations, into six sectors and provided a mobile reserve. Detailed plans for the defense of each sector were made by the sector commanders. The commander of the Philippine Division, the only U.S. Army division in the Philippines, in addition to conducting operations in the sector or sectors assigned to him, was to organize the defenses of Bataan and to command operations there if necessary.
The supply plan in WPO-3 was a complicated one. Provision had to be made to supply the six sectors during the initial phase of operations, to withdraw supplies into Bataan, and to establish there a supply base capable of supporting defensive operations by a force of 31,000 men for a period of six months. The supplies required for this purpose were designated the defense reserves, and except for ammunition most of these had already reached the Philippines. Some were already on Bataan, but the greatest portion by far was stored in the Manila area, which was as yet without adequate protection from air attack. Since these supplies would have to be moved to Corregidor and Bataan in the event of war, WPO-3 stipulated that the Filipino-American defenders would fight a delaying action to keep the roads open long enough to carry out this phase of the operation.
Nothing was said in WPO-3 about what was to happen after the defenses on Bataan crumbled. Presumably by that time, estimated at six months, the U.S. Pacific Fleet would have fought its way across the Pacific, won a victory over the Combined Fleet, and made secure the line of communications. The men and supplies collected on the west coast during that time would then begin to reach the Philippines in a steady stream. The Philippine garrison, thus reinforced, could then counter-attack and drive the enemy into the sea.
Actually, no one in a position of authority at that time (April 1941) believed that anything like this would happen. Informed naval opinion estimated that it would require at least two years for the Pacific Fleet to fight its way across the Pacific. There was no plan to concentrate on the west coast and no schedule for the movement of men and supplies to the Philippines. Army planners in early 1941 believed that at the end of six months, if not sooner, supplies would be exhausted and the garrison would go down in defeat. WPO-3 did not say this; instead it said nothing at all. And everyone hoped that when the time came something could be done, some plan improvised to relieve or rescue the men stranded 7,000 miles across the Pacific.
General MacArthur had the answer to those who saw no way out of the difficulty in the Philippines: transform WPO-3, which he re-
garded as defeatist and defensive, into an aggressive plan whose object would be the defeat of any enemy that attempted the conquest of the Philippines. An optimist by nature, with implicit faith in the Philippine people, MacArthur was able to inspire the confidence and loyalty of his associates and staff. His optimism was contagious and infected the highest officials in the War Department and the government. By the fall of 1941 there was a firm conviction in Washington and in the Philippines that, given sufficient time, the defenders could successfully resist a Japanese attack.
In pressing for a more aggressive plan, enlarged in scope to include the entire archipelago, MacArthur could rely on having a far stronger force than any of his predecessors had had. His growing air force included by the end of November 1941 thirty-five B-17's and almost a hundred fighters of the latest type. Many more were on their way. The performance of the heavy bombers in early 1941 justified the hope that the South China Sea would be successfully blockaded by air and that the islands could be made a "self-sustaining fortress." 
MacArthur could also count on the Philippine Army's one regular and ten reserve divisions, inducted into the service of the United States by executive order on the same day he was called back to active duty. During his term as Military Advisor, he had worked out the general concept of his strategy as well as detailed plans for the use of this national army. As commander of U.S. Army Forces in the Far East (USAFFE) he could plan on the use of the regular U.S. Army garrison as well as the Philippine Army. He was in an excellent position, therefore, to persuade the War Department to approve his own concept for the defense of the Philippines.
Almost from the date that he was recalled to active duty in the Philippines, on 26 July 1941, MacArthur began to think about replacing WPO-3 with a new plan.  From the first, he apparently intended to defend the Inland Seas and the entrances to Manila and Subic Bays, and by September his plans had progressed so far that he informed Maj. Gen. Jonathan M. Wainwright of his intention to reorganize the forces in the Philippines and to give that officer his choice of commands. 
The opportunity to request a change in plans for the defense of the Philippines came in October, after MacArthur received a copy of
 Henry L. Stimson and McGeorge Bundy, On Active Service in Peace and War (New York: Harper & Brothers, 1948), p. 388.  Interv with Col Legrande A. Diller, formerly aide to General MacArthur, 20 May 49. Wainwright mentions also that as Philippine Division commander he worked during May, June, and July 1941 to secure revisions of WPO-3. See General Jonathan M. Wainwright, General Wainwright's Story, the Account of Four Years of Humiliating Defeat, Surrender, and Captivity (Garden City, N.Y.: Doubleday & Company, Inc., 1946), p. 10.  Wainwright, General Wainwright's Story, p. 21.
the new war plan, RAINBOW 5, prepared by the Joint Board some months earlier. This plan, which was world-wide in its provisions and conformed to arrangements with the British staff, called for a defensive strategy in the Pacific and Far East and recognized Germany as the main enemy in the event of a war with the Axis. Based on the assumption that the United States would be at war with more than one nation and would be allied with Great Britain, RAINBOW accepted implicitly the loss of the Philippines, Wake, and Guam. Like ORANGE, it assigned Army and Navy forces in the Philippines the mission of defending the Philippine Coastal Frontier, defined as those land and sea areas which it would be necessary to hold in order to defend Manila and Subic Bays. Also, as in ORANGE, the defense was to be conducted entirely by Army and Navy forces already in the Philippines, augmented by such local forces as were available.  No reinforcements could be expected.
MacArthur immediately objected to those provisions of RAINBOW relating to the Philippines and called for the revision of the plan on the ground that it failed to recognize either the creation of a high command for the Far East or the mobilization of the Philippine Army. In a strong letter to the War Department on 1 October, the former Chief of Staff pointed out that he would soon have a force of approximately 200,000 men organized into eleven divisions with corresponding air force, corps, and army troops. There could be no adequate defense of Manila Bay or of Luzon, he said, if an enemy were to be allowed to land and secure control of any of the southern islands. With the "wide scope of possible enemy operations, especially aviation," he thought such landings possible. He urged, therefore, that the "citadel type defense" of Manila Bay provided in the ORANGE and RAINBOW plans be changed to an active defense of all the islands in the Philippines. "The strength and composition of the defense forces projected here," General MacArthur asserted, "are believed to be sufficient to accomplish such a mission." 
The reply from Washington came promptly. On the 18th, General George C. Marshall prepared a memorandum for MacArthur informing him that a revision of the Army mission had been drafted in the War Department and was then awaiting action by the Joint Board, "with approval expected within the next ten days." The recommendation to redefine the Philippine Coastal Frontier to include
 Joint Army and Navy basic Plan RAINBOW 5, Joint board No. 325, Serial 642-5, OPD Reg. Docs.  Ltr, MacArthur to TAG, 1 Oct 41, sub Operations Plan R-5, WPD 4178- 18. MacArthur repealed the same request, in virtually the same language, in a personal letter to Marshall on 28 October 1941, WPD 4477-2.
all the islands in the archipelago would also be presented to the Joint Board for approval. The assignment of a broader mission than that contained in RAINBOW, Marshall explained, was made possible because of the increased importance of the Philippines "as a result of the alignment of Japan with the Axis, followed by the outbreak of war between Germany and Russia." 
With this notice that his plans would soon be approved by the Joint Board MacArthur immediately organized his forces to execute the larger mission. On 4 November he formally established the North and South Luzon Forces and the Visayan-Mindanao Force, all of
ASSIGNMENT OF FORCES, USAFFE, 3 DECEMBER 1941
|U.S. Army||Philippine Army|
|North Luzon Force||26th Cavalry (U.S.)
One bn, 45th Inf (PS)
Brty A, 23d FA (PK) (PS)
Btrys B and C, 86th FA (PS)
66th QM Troop (PK) (PS)
Force Hq and Hq Co (U.S.)
(used as directed by USAFFE)
|South Luzon Force||Force Hq and Hq Co (U.S.) Hq and Hq Brty, Btry A, 86th FA (PS)||41st Division
|Visayan-Mindanao Force||Force Hq and HQ Co (PS)||61st Division
|Reserve Force||Philippine Division (less 1 bn)
86th FA (PS) less dets
Hq, Philippine Dept
Far East Air Force
|91st Division Hq, Philippine Army|
69th CA (U.S.)
60th CA (AA) (U.S.)
91st CA (PS)
92d CA (PS)
200th CA (AA) (U.S.)
assigned to PCAC
Source: Ltr Orders CG USAFFE to CG NLF, SLF V-MF, 3 Dec 41, AG 381 Phil Record (12-3-41); USAFFE-USFIP RPT of Opns, pp 17-18.
 Memo, Marshall for MacArthur, 18 Oct 41, sub: U.S. Army Forces in the Far East, WPD 4175-18.
which had actually been in existence for several months already.  A month later, on 3 December, he issued the orders defining the missions of these and his other principal tactical commands. (See accompanying table, p. 157.) The North Luzon Force, which had been under the command of Brig. Gen. Edward P. King, Jr., from 3 to 28 November, now came under General Wainwright. This force had responsibility for the most critical sector in the Philippines, including part of the central plains area, Lingayen Gulf, the Zambales coast, and the Bataan Peninsula. General Wainwright was instructed to protect airfields and prevent hostile landings in his area, particularly at those points opening into the central plains and the road net leading to Manila. In case of a successful landing the enemy was to be destroyed. In contrast to WPO-3, which provided for a withdrawal to Bataan, MacArthur's plan stated there was to be "no withdrawal from beach positions." The beaches were to "be held at all costs." 
The South Luzon Force under Brig. Gen. George M. Parker, Jr., was assigned the area generally south and east of Manila. Like the force to the north, it was to protect the airfields in its sector and prevent hostile landings. General Parker was also enjoined to hold the beaches at all costs. The South Luzon Force was much smaller than that in the north. It consisted initially of only two Philippine Army divisions, the 41st and 51st, and a battery of field artillery. Additional units were to be assigned at a later date when they became available. 
On Luzon, between the North and South Luzon Forces was the Reserve Area, including the city of Manila and the heavily congested area just to the north. This area was directly under the control of MacArthur's headquarters and contained the Philippine Division (less one battalion), the 71st and 91st Divisions (PA), the 86th Field Artillery (PS), the Far East Air Force, and the headquarters of the Philippine Department and the Philippine Army. The defense of the entrance to Manila and Subic Bays was left, as it always had been, to Maj. Gen. George F. Moore's Harbor Defense augmented by the Philippine Coast Artillery Command. 
When the Japanese made their first landings on 10 and 12 December at the northern and southern extremities of Luzon, General
 USAFFE-USFIP Rpt of Opns, p. 15, copy in OCMH.  Ltr Order, CG USAFFE to CG North Luzon Force, 3 Dec 41, sub: Defense of the Philippines, AG 381 (12-3-41) Phil Records.  Ltr Order, CG USAFFE to CG South Luzon Force, 3 Dec 41, sub: Defense of the Philippines, AG 381 (12-3-41) Phil Records.  USAFFE-USFIP Rpt of Opns, pp. 17-18; Ltr Orders, CG USAFFE to CG Philippine Division, 6 Dec 41, sub: Movement Plans.
MacArthur made no disposition to contest them. He correctly surmised that these landings were designed to secure advance air bases and that the Japanese had no intention of driving on Manila from any of these beachheads. He did not regard the situation as serious enough to warrant a change in his plan to oppose the main attack, when it came, with an all-out defense at the beaches. The MacArthur Plan, then, remained in effect. 
Whether the Japanese landings represented the main attack or not, General MacArthur had to consider seriously the prospect of an eventual withdrawal to Bataan and the evacuation of Manila. To prepare the President of the Commonwealth, Manuel L. Quezon, for the worst, he sent word to him on the morning of the 12th to be ready to move to Corregidor on four hours' notice. (See Map 5.) Shocked and wholly unprepared for this "startling message," Quezon arranged a conference with MacArthur that night at the Manila Hotel. At the meeting, MacArthur explained that there was no immediate cause for concern, and that he was only "preparing for the worst in case the Japanese should land in great force at different places." In such event, it would be unwise, he told Quezon, to have his forces scattered. He intended to concentrate his army on Bataan, and to move
 For an account of these early landings, see Morton, Fall of the Philippines, pp. 98-115.
his headquarters, together with the High Commissioner and the Commonwealth Government, to Corregidor and declare Manila an open city. "Do you mean, General," asked Quezon, "that tomorrow you will declare Manila an open city and that some time during the day we shall have to go to Corregidor?" MacArthur's answer was an emphatic "No." He did not seem to be certain that the move would even be necessary, and was evidently only preparing the President for such a possibility. The meeting closed with Quezon's promise to consider the matter further. Later he consented, with reluctance, to move to Corregidor if necessary. 
The possibility of a withdrawal seems to have been in the minds of other officers in MacArthur's headquarters before the main Japanese landings. During an inspection of the 21st Field Artillery (PA) position along Lingayen Gulf, Col. Constant L. Irwin, MacArthur's G-3, showed little interest in the tactical placement of the guns. Instead, wrote Col. Richard C. Mallonee, the regimental instructor, Colonel Irwin showed a great deal of interest in the location of the ammunition and supply routes, selected to conform with the mission of holding at the beaches. "He took a look at our ammunition disposition and the dangerous supply routes," declared Mallonee, "and very violently announced that it would be impossible to withdraw the ammunition in time to save it, and by God, he would crucify anyone who lost so much as one round."  This was the first time, remarked Mallonee that he heard the word "withdraw." He explained to Colonel Irwin that his orders were to hold at all costs, and repeated Wainwright's order to the troops of the North Luzon Force that "we must die in our tracks, falling not backward but forward toward the enemy." The answer of the G-3 officer was "Don't believe everything you hear." 
The chief of staff of the 21st Division (PA), the senior instructor of the division, and Colonel Mallonee were all now thoroughly confused about the mission, and after a conference decided to request clarification from General Wainwright's headquarters. They were told that the mission was still to hold at all costs, "but by the manner in which it was issued it was evident that there is considerable doubt in the minds of the North Luzon Force command as to whether the mission is actually as given." 
 Manuel L. Quezon, The Good Fight (New York: Appleton-Century Co., 1946), pp. 194-98. Present at the meeting also were Col. Manuel Nieto, the President's aide, and Lt. Col. Sidney L. Huff, MacArthur's aide.  Col Richard C. Mallonee, Bataan Diary, I, 56, copy in OCMH.  Ibid. The conversation between Irwin and Mallonee took place in the presence of the senior American instructor and chief of staff of the 21st Division (PA) and several other officers. Ltr, Col R. M. O'Day to author, 16 Nov 49, OCMH.  Ibid., p. 57.Page 161
If any doubts existed they were quickly dispelled when the main force of General Homma's 14th Army came ashore at Lingayen Gulf on the morning of 22 December. The two Philippine Army divisions guarding the 120-mile Lingayen coast line immediately took such action as they could to meet the invasion, while Wainwright quickly dispatched the 26th Cavalry of Philippine Scouts to hold the road leading from the beaches into the central Luzon plain. And from MacArthur's reserve came a tank battalion and twelve 75-mm. guns on self-propelled mounts. Clearly, there was no question about the determination to resist the enemy at the beaches. But performance fell far short of plans, and the Japanese succeeded that morning in landing three infantry regiments with supporting artillery and tanks. While these troops fanned out to the east and south, the rest of the 14th Army continued to come ashore. By the end of the day, the Japanese had secured most of their objectives and were in position to debouch onto the central plain.
Fighting on the 22d had been confused and indecisive. The stiffest resistance put up by the Scouts of the 26th Cavalry could not prevent the Japanese from moving south. The defiles leading east from the narrow beaches had fallen and the road to Baguio, the Philippine summer capital, lay open. With the mountains to their rear, and Japanese troops in front and north of them, the defenders had little choice but to retreat south. "My right [north] hand in a vise," the American commander told MacArthur before he left the Philippine summer capital to the Japanese, "my nose in an inverted funnel, constipated my bowels, open my south paw." 
The performance of the untrained and poorly equipped Philippine Army troops was the clearest sign of disaster. At the first appearance of the enemy, they had broken and fled to the rear in a disorganized stream. When stopped, they always had the same story to tell-how they were subjected to heavy mortar and artillery fire, bombed and strafed by enemy planes, threatened by hostile tanks usually headed straight for them, deserted by their officers, and left all alone to meet the oncoming Japanese. Always they had stood their ground bravely, continued to fire their rifles, and only fallen back under the greatest necessity. Often, they claimed to have been captured and then to have escaped. Now they were tired, hungry, and filled with a consuming desire to be transferred to the motor transport service where they could serve their country by driving a truck. 
 Rad, Lt Col John P. Horan to MacArthur, 24 Dec 41, AG 370.2 (19 Dec 41), Phil Records.  Mallonee, Bataan Diary, I, 62-63. See also Col James V. Collier, Notebooks, II, 35-38, copy in OCMH.
The action of the 23d was critical. In the American line that morning was the 71st Division (PA) astride the critical Route 3 leading south. To its left was the 11th Division (PA), and along the southern coast of Lingayen Gulf was the 21st. The 26th Cavalry was under orders to fall back to reorganize, and a combat team of the 91st Division (PA), attached to North Luzon Force from USAFFE reserve, was speeding north to reinforce the 71st Division.
The Japanese made their main effort along Route 3, where they soon made contact with the 71st Division. At this point the Japanese attack stalled, largely because of the action of the division artillery. Later, when Japanese planes and tanks entered the action, the Filipino infantry broke and fled, leaving the artillery uncovered. The line might have held if the 91st Combat Team had arrived in time, but at this critical moment it was far from the scene of combat.
The situation was serious. A meeting of the American commanders was hastily called and a revised plan adopted. The 71st Division was to establish a new line about five miles to the south, astride Route 3, where it would be reinforced by the 91st Combat Team when and if that unit arrived. The 26th Cavalry would set up an outpost line to the rear through which the troops could fall back if necessary.
It was now evident to General Wainwright that he could no longer hold back the Japanese flood. His only hope lay in retiring behind the Agno River, which curved in a huge arc from the southern shore of Lingayen Gulf to the mountains on the east and constituted the first formidable obstacle in the path of the advancing Japanese. Late on the afternoon of the 23d, therefore, Wainwright telephoned General MacArthur's headquarters in Manila and requested permission to withdraw behind the Agno River. Any further defense of the Lingayen beaches, he declared, was entirely "impracticable," but if MacArthur would sanction this withdrawal and release to him the Regular Army Philippine Division from USAFFE reserve, Wainwright promised to mount a counterattack. MacArthur readily granted Wainwright permission to withdraw to the Agno River, but would go no further. He wanted to know what plans Wainwright had made for a counterattack-he had none yet-and made it clear that his chances of getting the Philippine Division were very slight. It was on this note that the conversation ended. 
Wainwright's admission on the afternoon of the 23d that further defense of the beach was useless, and his request for permission to withdraw behind the Agno could have come as no surprise to General MacArthur. The possibility of a withdrawal had been considered
 Wainwright, General Wainwright's Story, pp. 35-36.
from the start, but it was the withdrawal to Bataan not the Agno River that was in his mind. A withdrawal to the Agno, he must have decided by this time, would only halt the Japanese temporarily. And he could have placed but slight faith in the chances of a successful counterattack. Only on this basis is it possible to explain his lukewarm reaction to Wainwright's proposal for a counterattack and his refusal to release the crack Philippine Division, the one division in the islands that consisted entirely of Americans and Scouts. Thus, Wainwright's telephone call must simply have confirmed his belief that the time had come to withdraw to Bataan.
Just when MacArthur made the decision to withdraw is not clear. We know that as early as the 12th he had alerted Quezon to this possibility. And, though he made no change in plans when the Japanese landed at Lingayen ten days later, his message to General Marshall on that date clearly indicated that he now believed he might have to withdraw quickly. He estimated that the Japanese force disembarking from seventy to eighty transports in Lingayen Gulf had a strength of 80,000 to 100,000 men, and reported that he had on Luzon only about 40,000 men. He anticipated that this "enormous tactical discrepancy" between the two forces would eventually compel him "to operate in delaying action on successive lines through the central Luzon plain to final defensive positions on Bataan." When forced to do so, he told the Chief of Staff, he would declare Manila an open city, and move his headquarters, together with the Commonwealth Government and the High Commissioner's office, to Corregidor, which, he said, "I intend to hold." General Marshall immediately replied that his proposed line of action was approved by the War Department, and that he was doing his utmost to send aid. Implied also was approval by President Roosevelt, who, Marshall said, had seen all of MacArthur's messages. 
We now know that the actual strength of the Japanese forces that came ashore in Lingayen Gulf was only 40,000, about half as large as MacArthur estimated it to be. On the other hand, the strength of the troops on Luzon under General MacArthur's command at this time was considerably higher than the 40,000 figure he gave to the Chief of Staff. Even without the Air Force, the number of American troops alone could not have been less than 20,000. In addition, there were 12,000 Philippine Scouts. To the total of 32,000 must be added the strength of seven Philippine Army reserve divisions and one regular division, as well as the constabulary, inducted into the service of the United States by this time. Even at half-strength, and many of
 Rads, MacArthur to Marshall, No. 3, 22 Dec 41, and Marshall to MacArthur, same date, both in AG 381 (11-27-41 Gen), Far East.
the units were undoubtedly at two-thirds strength at least, the total number of troops on Luzon at this time could not have been less than 65,000-70,000.  No evidence has come to hand that explains the discrepancy between the actual and reported strength of the forces on Luzon.
The events at Lingayen Gulf on the 22d and 23d of December could scarcely have given General MacArthur any reason to alter the bleak picture he had painted for the Chief of Staff. Wainwright's request on the afternoon of the 23d was simply the culmination of a series of events that narrowed down the choices open to him. Now he had only two: either make a firm stand on the line of the Agno and give Wainwright his best unit, the Philippine Division, for a counterattack; or withdraw all the way to Bataan in planned stages. He decided on the latter, thus abandoning his own plan for defense and reverting to the old ORANGE plan.
The reason for this decision is not difficult to discern, and it has nothing to do with the supposed numerical superiority of the Japanese landing force, as MacArthur had implied in his message to General Marshall. Rather it was the quality not the quantity of his troops that was responsible for the failure to halt the Japanese. Up to this time, General MacArthur seems to have had the greatest confidence in the fighting qualities of the Philippine Army reservists, and in the ability of his forces to hold the central Luzon plain. The events of the 22d and 23d forced a revision of this view. "General MacArthur, viewing the broken, fleeing North Luzon Force," wrote Col. James V. Collier, a G-3 officer on MacArthur's staff, "realized that his cherished plan of defeating an enemy attempt to advance toward Manila from the north was not now possible...."  MacArthur never publicly acknowledged the poor performance of the Army he had done so much to organize and train, but it was noted by every American who served with the Philippine Army units and is the central fact that emerges from a study of the first days of the campaign. To this reason for the withdrawal must be added General MacArthur's desire to save the city of Manila from destruction.
Having made his decision to withdraw to Bataan, MacArthur notified all force commanders on the night of 23 December that "WPO-3 is in effect."  Nothing more was required. WPO-3 was well known to all U.S. Army officers who had been in the Philippines six months or more. Under it, the Philippine Department headquar-
 For a breakdown of the forces in the Philippines on the eve of war, see Morton, Fall of the Philippines, pp. 48-50.  Collier Notebooks, II, 38.  Wainwright, General Wainwright's Story, p. 36.
ters, after the experience of numerous maneuvers, had selected certain delaying positions along the central Luzon plain. These positions had been reconnoitered, and were considered fairly strong defensive lines along the route of withdrawal to Bataan. It only remained to issue written orders to supplement the announcement that WPO-3 was in effect.
The next morning, 24 December, at 1100, the USAFFE staff was called to a conference. Maj. Gen. Richard K. Sutherland announced the decision and stated that the headquarters was to be moved to Corregidor that evening. By special order all officers in the headquarters, except those of high rank who had been promoted a few days earlier, were promoted one grade. To the War Department, General MacArthur sent news of his decision as well as the further information that the Japanese had landed at Atimonan and Mauban in southern Luzon that morning.  "Tonight," he told the Chief of Staff, "I plan to disengage my forces under cover of darkness. For the present, I am remaining in Manila, establishing an advanced headquarters on Corregidor." 
On the afternoon of 24 December, President Quezon and High Commissioner Francis B. Sayre, with their personal and official families, sailed to Corregidor. MacArthur's headquarters began to move that night, Christmas Eve. Next morning Headquarters USAFFE opened at Topside on Corregidor and MacArthur reported his new position to Washington. A rear echelon, headed by the deputy chief of staff, Brig. Gen. Richard J. Marshall, remained behind in Manila to close out the headquarters and to supervise the shipment of supplies and the evacuation of the remaining troops. 
The decision to withdraw to Bataan altered completely the course of the campaign, and a new plan based on ORANGE was quickly devised. General Wainwright's new orders directed him to withdraw slowly, holding the Japanese until 8 January north of the key city of San Fernando, where the main highway leading into the Bataan Peninsula began. That done, he would withdraw into Bataan. The two-week delay was designed to allow time for the movement of sup-
 Rad, CG USAFFE to AGWAR, 24 Dec 41, AG 381 (11-27-41 Gen), Far East. MacArthur mistakenly reported that the Japanese were standing off Nasugbu. No landing was ever made there.  Rad, MacArthur to Marshall, 24 Dec 41, AG 381 (11-27-41 Gen) Far East.  USAFFE Rpt of Opns, pp. 33, 40; Interv with General Marshall, 7 Apr 48, copy in OCMH.
plies, the preparation of defenses on Bataan, and the withdrawal of the South Luzon Force. During the withdrawal, Wainwright's troops were to occupy successive defensive positions, five in all. The intention was to delay the Japanese by forcing them to deploy for an organized attack against each position, and withdraw to the next line before a serious battle developed. Wainwright was also to cover the withdrawal of the troops located south of Manila. These units were to retire northward through and around Manila, across the Pampanga River, over the Calumpit bridge to San Fernando, and thence to Bataan. All of the South Luzon Force was to clear the bridge before 8 January. During the withdrawal, a Bataan Defense Force, organized on 24 December, was to prepare defensive positions on Bataan. A total of almost three divisions was ordered into the peninsula immediately to establish a line behind which the withdrawing troops could fall for protection. 
This plan for the withdrawal to Bataan called for a difficult maneuver requiring accurate timing and the closest co-ordination. One slip, one road left unguarded, one bridge blown too soon or not soon enough, might well imperil the entire plan. Should the forces in north and south Luzon fail to pull back to Bataan, or should the Japanese seize the road net leading into the peninsula, then the strategic objective of the withdrawal, the denial of Manila Bay to the enemy, would be jeopardized.
To support the movement to Bataan a new plan of supply was quickly drawn. Under War Plan ORANGE the movement of supplies to Bataan was to begin immediately on the outbreak of war and continue until the depots and warehouses there had been stocked with sufficient supplies to sustain a garrison of 43,000 men for six months. When MacArthur substituted for ORANGE his order to fight it out on the beaches, this supply plan was canceled. The supplies earmarked for Bataan under ORANGE therefore went to advance depots and railheads behind the beaches. When MacArthur ordered a return to ORANGE, many of the supplies needed on Bataan were scattered, and no measures had yet been taken to move them to Bataan. MacArthur's decision left only seven days, until 1 January, when Manila was evacuated, in which to bring in the supplies, and instead of the 43,000 men provided for in ORANGE, the force withdrawing to Bataan would be closer to 80,000. This change in plans was destined to have a greater
 USAFFE Rpt of Opns, pp. 33-35; Collier Notebooks, II, 47; Sutherland to CG 51st Div, 24 Dec 41, sub: Operations Orders, AG 371 Phil Records; South Luzon Force Report, pp. 16, 19, copy in OCMH.
effect on the ability of the defenders to hold Bataan than any other phase of the operation.
The supply plan went into effect on the morning of 24 December, when General Marshall called the G-4 and the quartermaster into his office and told them of the decision to withdraw all troops on Luzon to Bataan and to evacuate Manila. Brig. Gen. Charles C. Drake, the quartermaster, was instructed to move his base of operations to Bataan immediately and to check on the reserves at Corregidor to be sure that there was enough to supply 10,000 men for six months. Small barges and boats required to move the supplies from Manila to Corregidor and Bataan were quickly gathered, and within twenty-four hours Corregidor was completely stocked with the supplies for a six-month campaign. At the same time, all supplies were immediately started on their way to Bataan by every available means-water, truck, and rail. Ammunition had already been stored in the peninsula, together with certain defense reserves including 300,000 gallons of gasoline, lubricating oil, and greases, and about 3,000 tons of canned meats and fish. 
In Manila, the rear echelon worked valiantly to get all the supplies out of the city before the Japanese moved in. Those small craft not transferred to Corregidor and Bataan were destroyed; demolitions were carried out with efficiency and dispatch. By the time General Marshall and his men moved out on New Year's Eve, everything that might possibly be of value to the enemy had been destroyed or distributed to the civilian populace. 
In the rush of events on the evening of 23 December, no one had remembered to inform the Navy of the change in plans. Admiral Thomas C. Hart, Commander in Chief of the Asiatic Fleet, had seen a copy of MacArthur's message to the Chief of Staff predicting such a move, however, and was not surprised to learn the next morning from his liaison officer that Manila was to be declared an open city and that all military forces were to be evacuated from the capital that day. He was now faced with the choice of moving to Corregidor, where Rear Adm. Francis W. Rockwell, commander of the 16th Naval District, was already established, or southward to the Netherlands Indies where most of the Asiatic Fleet had gone at the beginning of war in the Pacific, and where he had already decided to go ultimately.  Hart
 QM Rpt of Opns, pp. 20-21.  Interv with Gen R. J. Marshall, 7 Apr 48; Carlos Romulos, I Saw the Fall of the Philippines (New York: Doubleday, Doran, 1942). pp. 68-90.  Hart, Narrative of Events, Asiatic Fleet, p. 41, ONR & L.
decided on the latter course, largely because it was evident that the submarines would soon have to go south, and announced his decision to his staff at a conference that day. Next morning he turned over to Rockwell full command of all naval activities in the Philippines and late that night left Manila aboard a submarine. 
With all fields capable of basing American bombers gone and with the prospect of the early loss of all fighter strips except those on Bataan, there seemed to be no justification for retaining the Far East Air Force in the Philippines. Already most of the B-17's which had survived the Clark Field attack had been sent to Darwin, Australia. On 24 December MacArthur called Maj. Gen. Lewis H. Brereton, the Far East Air Force commander, to his office and told him that he was to go to Australia. His new mission would be to protect the line of communications southward and to support the defenses of the Philippines. Brereton offered to stay on, but MacArthur told him that he could perform a greater service in Australia. Brereton closed his headquarters in Manila at 4 o'clock on the afternoon of the 24th and left that evening in a PBY to join his bombers at Batchelor Field near Darwin. All that remained in the Philippines of the once formidable Far East Air Force was a handful of fighters. Since only a few men were required to fly and service these planes, most of the airmen who did not go south eventually became infantry soldiers on Bataan. 
On the 26th Manila was officially declared an open city and MacArthur's proclamation was published in the newspapers and broadcast over the radio. That night the blackout ended and the capital was ablaze with lights. The Japanese were not notified officially of the proclamation but learned of it through radio broadcasts. The next day, and thereafter, they bombed the port area, from which supplies were being shipped to Bataan and Corregidor.
With the evacuation of the government and the army a feeling of foreboding and terror spread through the city and the exodus, which had ceased after the first confusion of war, began again. "The roads back into the hills," noted a newspaper correspondent, "were black with people striving to reach their native villages.... The few trains still running into the provinces were literally jammed to the car tops."  The business district was deserted and there were few cars along Dewey
 Ibid., pp. 45-46; Rad, Hart to Stark, 241225, Dec 41, and Ltr, Hart to MacArthur, 25 Dec 41, sub: Move of Comd Post, both in War Diary 16th Nav Dist; Rockwell, Naval Activities in Luzon Area, pp. 6-8, ONR & L.  Lieutenant General Lewis H. Brereton, The Brereton Diaries (New York: William Morrow and Company, 1946), pp. 55-59; Wesley Frank Craven and James Lea Cate, eds., The Army Air Forces in World War II, Vol I, Plans and Early Operations: January 1939 to August 1942 (Chicago: The University of Chicago Press, 1948), 221-22.  Clark Lee, They Call It Pacific (New York: Viking Press, 1943), pp. 126-27.Page 169
Boulevard. "No girls in slacks and shorts were bicycling along the water front," wrote Maj. Carlos Romulos regretfully, "and there were no horseback riders on the bridle path.... The Yacht Club, the night clubs and hotels ... all looked like funeral parlors."  Despite the lifting of the blackout Manila seemed like a deserted city.
Meanwhile, in the early morning hours of the 24th, two days after the landings at Lingayen Gulf, another Japanese force had landed at Lamon Bay, below Manila. The Japanese now had troops north and south of Manila, in position to march on the capital. They had, moreover, forced General MacArthur to abandon his plans for the defense of Luzon and to order a withdrawal to Bataan and Corregidor. This decision had led the Asiatic Fleet and the Far East Air Force to fall back on the line Soerabaja in Java and Darwin, 1,500 miles away and left Manila, the pearl of the Orient, open to the invaders. The Japanese could feel justly proud of their accomplishments.
But General Homma could draw small comfort from his success, for MacArthur's forces were still intact. In a period of two weeks, under the most difficult circumstances and under constant pressure from the enemy, the American and Philippine troops had completed a skillful and dangerous withdrawal and successfully escaped to Bataan. So long as they could maintain their positions there, the Japanese would be unable to use Manila harbor.
If the decision to withdraw to Bataan had sealed the fate of Manila, it had also made possible the accomplishment of the mission assigned in War Plan ORANGE: to delay the Japanese and hold the entrance to Manila Bay. Thus, MacArthur's decision to withdraw his Luzon forces into Bataan forced upon the Japanese a difficult and costly four-month campaign to win a battle that must to them have seemed won on 23 December.
It is interesting to contrast MacArthur's decision of 23 December 1941 with that of General Tomoyuki Yamashita, commanding the Japanese 14th Area Army in the Philippines three years later, reached when MacArthur's victorious Southwest Pacific Area forces were preparing to return to Luzon.  The situation MacArthur faced in December 1941 and that which confronted Yamashita in December 1944 were quite similar. Both commanders had to prepare their defenses against opponents with superior air and naval forces and with ground forces possessing mobility and fire power with which both were unable to cope. In both cases there was scant hope that the defending com-
 Romulos, I Saw the Fall of the Philippines, pp. 73-74.  The following pages were prepared by Robert Ross Smith and are based on Chapters V, XIII, and XVII and the Conclusion of a forthcoming volume by him, Triumph in the Philippines, in UNITED STATES ARMY IN WORLD WAR II.
manders could receive reinforcements or supplies once the battle was joined on Luzon. But there were important differences, for the commanders had different missions. While not explicitly stated, it was generally understood that MacArthur's mission under War Plan ORANGE was to hold Manila Bay for six months. Yamashita's mission, less specific, was to pin down on Luzon as many U.S. Army divisions as he could for as long as possible in the hope of slowing the Allied advance toward Japan.
When Yamashita assumed command in the Philippines on 9 October 1944, Imperial General Headquarters expected to fight the decisive battle for the archipelago on Luzon. But MacArthur's invasion of the central Philippines at Leyte that same month precipitated a quick switch. Imperial GHQ, despite Yamashita's remonstrances, decided to fight it out at Leyte. As a result, the Imperial Japanese Navy suffered a shattering defeat. Japan's air power incurred grievous losses that it could ill afford; precious divisions from Luzon and China were ground up before the Allied onslaught; and irreplaceable Japanese cargo ships and transports were sunk. Leyte was indeed a graveyard of Japanese hopes and plans.
Yamashita was a realist. As early as the first week of November 1944 he concluded that Leyte was lost, and requested higher authority to permit him to concentrate his efforts on preparing the defenses of Luzon. But Imperial GHQ denied him this request until after MacArthur, on 15 December, struck out boldly from Leyte to Mindoro, just south of Luzon. Then and then only did Imperial GHQ give Yamashita permission to cease the futile effort to hold Leyte and turn his attention to Luzon.
By late December Yamashita knew that Imperial GHQ must soon write Luzon off as a strategic loss. He could expect no help from the Japanese Navy nor any significant air reinforcements for the defense of Luzon. Whatever limited attempts higher headquarters might make to send him ground reinforcements would end, he knew, once MacArthur's troops reached Luzon. Realizing all this he had decided as early as the first half of November that his operations on Luzon would have to be primarily defensive. By late December he concluded that his defense would have to be a static one. To conduct this defense he had a variety of units, most of them underfed, understrength, and underequipped, totaling about 272,000 troops including air, ground, and naval services. The leadership, training, and organization of many units left much to be desired, and Yamashita did not obtain even nominal command of Army Air Forces and naval shore-based troops on Luzon until after the new year opened. Lacking adequate transportation and supplies of many types, his logistical situation approached the impossible.
Yamashita realized that within the framework of his mission to conduct a protracted delaying action on Luzon he had no hope of defending all the island. He did not have the troops, supplies, and equipment to do so, and the terrain over much of Luzon would not provide him with desired natural defensive positions. He could not hope to hold the vital central plains-Manila Bay region against the superiority in ground and air forces he knew MacArthur would bring to bear. To withdraw to Bataan, as MacArthur had, appeared an unwise move to Yamashita. Bataan he considered a cul-de-sac. On that small peninsula his 272,000 troops could not find food. Concentrated in such a limited area, they would be quickly cut to ribbons by the superior air, naval, and ground fire power available to MacArthur. In addition, he considered the city of Manila virtually indefensible and its defense of little significance unless tied to the defense of the entire bay region, which he could not, in any case, hope to hold for long. He concluded, therefore, that to attempt to deny Manila Bay to the Allies could lead only to the early annihilation of his forces, making it impossible for him to carry out plans to pin down major Allied forces on Luzon for a protracted period.
This was Yamashita's key decision. By making it, he fixed the strategy of MacArthur's campaign for the reconquest of Luzon.
Yamashita concentrated most of his strength in three mountainous strongholds. The strongest and most important of these defensive sectors covered all Luzon northeast and east of Lingayen Gulf and included within its area the island's roughest, most inhospitable mountains. In these mountains, with about 150,000 men, Yamashita intended to make his last stand. The second defensive groupment numbered approximately 30,000 troops, mainly of the Army Air Forces and the Navy. This force Yamashita located in mountain country west of the central plains and dominating the Clark Field air center. The third major concentration, 50,000 troops, he posted in the mountains east and northeast of Manila, controlling the principal sources of the city's water supply.
As events turned out, a deviation from Yamashita's plans-a deviation that illustrates his command and control problems-served to deny the use of Manila Bay to the Allies for some time. Contrary to Yamashita's orders, a force of some 17,000 troops under naval command elected to defend Manila, and held out until 3 March 1945. Salvage, repair, and construction problems in the bay area were of such magnitude that it was well into April before the Allies could profit by Manila's port facilities. Thus, directly or indirectly, the Japanese prevented the Allies from employing Manila Bay for roughly three months after MacArthur's initial landings on Luzon on 9 January 1945, as compared to the five months that MacArthur's and
Wainwright's forces, by their stands on Bataan and on Corregidor, had denied the bay to the Japanese three years earlier. Yamashita's groupment west of Clark Field remained a threat for a little over a month after 9 January. The Japanese in the mountains east and northeast of Manila retained their hold over Manila's water supply for nearly five months.
In 1942, American resistance on Luzon, except for minor, isolated forces, ended on 9 April, almost four months to the day after the initial Japanese attacks against the Philippines. Corregidor lasted one more month. In 1945, Yamashita's main force did better. Holed up in the mountain fastnesses of northern Luzon, it was still resisting when Japan surrendered, seven and a half months after MacArthur's initial landings, and Yamashita estimated he could have continued the fight in those northern mountains for another month.
Who made the wiser decision-MacArthur or Yamashita?