David M. Shoup) 6th Marine Regiment (Col. Maurice G. Holmes) 8th Marine Regiment (Col. Elmer E. Hall) 10th Marine Regiment (Artillery) (Col. Thomas E. Bourke) 18th Marine Regiment (Engineer) (Col. Cyril W. Martyr) Makin: 27th Infantry Division (Army) Major General Ralph C. Smith, USA 165th Regimental Combat Team 3rd Battalion / 105th Infantry Regiment ("Appleknockers") Japanese Gilbert Islands defense forces Rear Adm. Keiji Shibasaki (KIA 20 Nov) Approx. 5,000 total men under arms 3rd Special Base Force 7th Sasebo SNLF 111th Construction Unit 4th Fleet Construction Dept. (detachment) Battle 20 November The American invasion force to the Gilberts was the largest yet assembled for a single operation in the Pacific, consisting of 17 aircraft carriers (6 CVs, 5 CVLs, and 6 CVEs), 12 battleships, 8 heavy cruisers, 4 light cruisers, 66 destroyers, and 36 transport ships. On board the transports were the 2nd Marine Division and the Army's 27th Infantry Division, for a total of about 35,000 troops. As the invasion flotilla hove to in the predawn hours, the island's four 8-inch guns opened fire. A gunnery duel soon developed as the main batteries on the battleships and commenced counter-battery fire. This proved accurate, with several of the 16-inch shells finding their marks. One shell penetrated the ammunition storage for one of the guns, setting off a huge explosion as the ordnance went up in a massive fireball. Three of the four guns were knocked out in short order. One continued its intermittent, though inaccurate, fire through the second day. The damage to the big guns left the approach to the lagoon open. Following the gunnery duel and an air attack of the island at 06:10, the naval bombardment of the island began in earnest and was sustained for the next three hours. Two minesweepers, with two destroyers to provide covering fire, entered the lagoon in the pre-dawn hours and cleared the shallows of mines. A guide light from one of the minesweepers then guided the landing craft into the lagoon, where they awaited the end of the bombardment. The plan was to land Marines on the north beaches, divided into three sections: Red Beach 1 on the far west of the island, Red Beach 2 in the center just west of the pier, and Red Beach 3 to the east of the pier. Green Beach was a contingency landing beach on the western shoreline and was used for the