When General Douglas MacArthur’s intelligence chief, Major General Charles Willoughby, compiled his assessment of the Japanese island of Kyushu in July 1945, his analysts flagged two new enemy divisions—the 206th and the 212th. Until that moment, the highest division number they had identified was 61. The new numbers were real: between February and May of that year, Japan’s Imperial Army had activated 45 new divisions to defend the home islands. Finding the men proved to be the easy part.

The weapons were another matter entirely. When the army staff checked its stocks early that year, it found enough light machine guns to supply only 23 percent of the new units’ requirements and enough rifles and small arms to cover half. For most of the new divisions, the plan for the decisive battle in Japan itself ran ahead of the equipment available to fight it. The strategic decision had been made in January, after the loss of the Philippines.
Imperial General Headquarters committed itself to fighting the decisive battle on Japanese soil and drew up levies calling for 56 divisions, 38 brigades, and as many as 2 million additional men. By summer, however, munitions production had fallen below half of its wartime peak. The factories that remained were producing 9,000 suicide boats and 16,000 aircraft. Arms for the new ground units would have to come from Manchuria, from navy stocks, or from whatever the factories had left over.
The shortage showed itself immediately after the collapse of the defense of Okinawa in late spring. The army counted what stood along Kyushu’s coast and found only four and a half divisions in place—badly trained, badly equipped, with headquarters unprepared and ammunition stocks still being gathered. The front around Tokyo was not much better, with seven and a half divisions on the coast still digging in. Behind the numbers lay a deeper problem.
In late May, with American aircraft threatening the railways, the army halted work on the defenses around Tokyo and turned every available rail car south. Units made up of untrained men and older reservists rode those trains before they had received their full equipment. Bayonets ran short. Mortars were substituted where artillery should have been.
Japanese accounts would later explain the reasoning as a belief that harmony among the men mattered more than the weapons in their hands—and harmony was the one resource the army could issue without limit. From Manila, the build-up looked like a flood. In April, Willoughby’s staff estimated the strength in southern Kyushu at about 80,000 men. Three months later, the figure stood at 206,000, with more men moving down the roads and rail lines.
On July 29, Willoughby wrote that the formations his people had predicted had now appeared and “the end is not in sight. ” If nothing checked the build-up, he warned, American troops would be attacking at something close to one-to-one odds—a situation he did not regard as a way to win. By August, code breakers reading Japanese army traffic had identified nine divisions in the southern part of the island, three times the number the planners had started from. Willoughby’s analysts were able to count formations because a division leaves a trail, and that trail began at the recruiting offices.
They noticed that 26 of Japan’s 51 regimental recruiting districts—all of them previously run by colonels—now had major generals in charge, most of them fresh from commands at the front. The new numbers in the 200s and 300s seemed to confirm that the army was organizing its new men into divisions. A shortfall in rifles showed up in none of those places. The Kyushu assessment carried a single sign of a gap, noting that the 212th—probably raised from local volunteers—had not yet been completely equipped.
Then the report went back to counting. MacArthur, for his part, did not believe the count. In August, when Washington raised the question of changing the plan, he answered that he did not credit the heavy strengths being reported in the south of the island and that no one should give a moment’s thought to changing the operation. He was wrong about the men.
By the surrender, more than 735,000 Japanese military personnel were on Kyushu or on their way there. Whether he was right about anything else depended on what those men were holding. A figure assembled after the war gives the outline. By August, according to the historian Richard Frank, the army had the equivalent of 65 divisions in the home islands—but equipment for only 40 of them and ammunition for 30.
Most of what existed went south. By one calculation, 40 percent of all ammunition in the home islands sat on Kyushu, and even there it thinned. The plan had given each division a full campaign’s worth of ammunition, which for a rifleman meant 240 rounds, enough for about three months. By August, with so many more men drawing on the same stocks, the allowance for every division on the island had been cut to half—about six weeks of fighting.
The three divisions on the Satsuma Peninsula were the 46th, raised in February, the 26th, raised in April, and the 303rd, from the series of 300s that had puzzled Willoughby’s analysts. They were the ones dug in along the coast. The formations the Japanese graded in their highest class—the 77th and the 25th—sat inland as a counterattack force, five to seven days away on foot and marching at night to stay clear of American aircraft. In those last months, Japanese inspectors were describing much of the beach fortification in the home islands as crude, handmade work, closer to a toy than to a strong point.
The newest men were on the beaches, and the best-rated divisions were a week’s march behind them. Below the divisions sat one more layer. That summer, Japan’s parliament made every man from 15 to 60 and every woman from 17 to 40 liable for service in a volunteer fighting force. Prime Minister Kantaro Suzuki and his staff were then invited to inspect the weapons meant for it.
The display held single-shot muzzle-loading muskets, bamboo spears, pitchforks, and a set of archery gear, with placards claiming an effective range of 30 to 40 meters and a hit rate of 50 percent. Suzuki, an old admiral and not an easy man to rattle, muttered to his secretary, “This is awful. ” The secretary went away furious, convinced there had to be a limit to deceiving the people. On the mainland in Manchuria, the same process was running in worse condition.
The homeland had fed its own build-up partly by stripping the Kwantung Army, which lost four veteran divisions to Japan in March, along with the last of its armor. In July, the Kwantung Army tried to fill the hole by calling up 250,000 men and building eight new divisions out of them in a matter of weeks. In Japanese, it became known as a mobilization that “pulls everything up, roots and all. ” It took the physically unfit, the overage, civil servants, settlers, and students.
The army that waited in Manchuria that August was made up of teenagers and of men in their 30s and 40s. Then its staff graded what it had built. Several of the new Manchurian divisions came out at about 15 percent of a normal division’s fighting power. The 149th had no artillery at all.
The 135th had half its machine guns, and its infantry regiments made do with mountain guns of an old pattern in place of the guns they were supposed to carry. On August 9, the Soviet Union attacked. The 49th was disarmed on August 23 without having fought. Its surrender did not involve handing over a single artillery piece.
In Tokyo, late on August 9, the emperor sat in the air raid shelter beneath the palace grounds while his ministers deadlocked over surrender. A little after 2:00 in the morning on August 10, he broke the deadlock himself. Part of what he said concerned Kujukuri, the long beach east of Tokyo where the American First Army was to come ashore the following March. The army’s chief of staff had described the defense plans there to him.
An aide of his own had gone to look and reported that the work was behind schedule and could not be finished before the end of August. Then the emperor added a detail. He had been told that a certain new infantry division was fully outfitted, and he had since found out that it had not even been issued small arms. That is how one account, assembled from Japanese sources in the 1960s, gives it.
Another English version has him speaking of new battalions rather than a division, with equipment that would not be ready until at least the middle of September. Neither version names the unit, and neither names the aide who walked the beach. Either way, the delay he described was the schedule working as written. The army’s own timetable gave the months through July to organizing units and preparing positions, set aside August and September for training, and left the last deployments and construction for October.
Japanese planners wanted their units on Kyushu fully outfitted around then, and the Americans had set their landing there for November 1. The divisions around Tokyo would be ready the following spring. One army of eight divisions was due at Kujukuri fully equipped by January 1946, and the American landing on that beach was set for March 1. Neither landing ever took place.
Colonel Saburo Hayashi, a staff officer who wrote a history of the army’s war after it ended, later admitted what the high command had kept to itself. If the Americans landed a second and a third time, one after another, nobody at the top believed those landings could be beaten for lack of weapons, ammunition, and food. Paper was the one thing Japan never ran short of in 1945. The Americans got to see the other side of the ledger anyway.
On September 22, the ships carrying the 5th Marine Division arrived off Sasebo in western Kyushu, and Japanese harbor pilots guided them in. The 5th Amphibious Corps took over the island as an occupation force. One battalion of the 27th Marines joined the Sasebo Garrison and searched the small islands offshore. Across its zone, the 5th Division demobilized what remained of the Japanese forces, razed most of their military sites, and destroyed a large share of their weapons.
On November 30, the Marine intelligence staff filed an appendix to its occupation plan that graded the formations it had once expected to fight. Many units of the Japanese 40th Army, it found, had been in poor shape in organization and training. Two of the Satsuma divisions, the 33rd and the 206th, it rated particularly poor. Five days later, the first ships carrying men of the 27th Marines sailed for home.
The regiment was deactivated in 1946. Willoughby kept counting after the war. In June 1946, he published a ratio he called an “authentic yardstick,” in which every two to two and a half Japanese divisions cost 40,000 American battle casualties on land. The 13 or 14 he had counted on Kyushu worked out to 200,000.
Thomas Wornham stayed in uniform. Years later, as commander of the 3rd Marine Division, he flew between Japan and Okinawa often enough to pass over Kagoshima and look down at the beaches picked for the landing. Each time, he said, he thanked God the Japanese had called the war off when they did, “because I don’t think any of us would have made it. ”
Wornham retired as a lieutenant general in 1961.
He died in San Diego in December 1984 at the age of 81. His account of those flights over Kagoshima survives in the Marines’ own history of the occupation.