Lofton R. Henderson

Major Lofton “Joe” Henderson, July 1941.
Lofton Russell Henderson
El Cordova Hotel, Coronado, CA
(native of Lorain, OH)
Wife, Mrs. Adeline Henderson
May 24, 1903
May 22, 1926
June 4, 1942
Central Pacific
MIA / Declared Dead
Squadron CO
On 4 June 1942, Major Henderson led VMSB-241 in an attack on a Japanese carrier strike force in the battle of Midway. As he and his gunner, PFC Lee W. Reininger, began their attack run on the carrier Hiryū, their aircraft was shot from the sky in flames. One man managed to bail out over the Japanese fleet.
Major Henderson’s remains were never found, and he was declared dead on 5 June 1943.
Navy Cross, Purple Heart
Lieutenant Colonel (posthumous)
Not Recovered.
National Memorial Cemetery of the Pacific
Namesake of Henderson Field, Guadalcanal
Namesake of USS Henderson (DD-785)

Lofton Henderson was born on May 24, 1903, and raised in Lorain, Ohio by Fred and Catherine Henderson. He attended and graduated from local schools, and earned a place at the US Naval Academy in Annapolis at the age of eighteen. By the time he graduated in 1926, his reputation as a heartthrob was second only to his notoriety for tardiness. “In the course of his extensive experiments to determine the least possible seconds that could be spent in dressing and reaching formation on time, Joe hung up the record of thirteen ‘Lates To Formation in one week,” recorded his yearbook biography. “But, all joking aside, despite the fact that he’ll keep you waiting three minutes for every two that you spend in his company, still he does make a good roommate.”

“Schmaltz is a handsome devil in his blonde Swedish way. Incidentally, he objects to being called Swedish; says anybody ought to know good “scotch” when he sees it! But, as we were saying, the women do fall for him (awful fools, women). He writes to seven girls and calls each one “Dearest!” – 1926 Annapolis yearbook.

On May 22, 1926, Henderson and a handful of classmates were appointed as Second Lieutenants in the United States Marine Corps and assigned to basic flight training; however, most had their flight status revoked after only three months, and were diverted to other specialties. “Joe” Henderson was sent to Rhode Island, and spent several months at the Naval Torpedo Station, Newport, before receiving new orders for classes at the Philadelphia Navy Yard. His course, the “Basic Class,” lasted from late February to mid-July of 1927; following graduation, Henderson was granted a brief furlough before reporting to the Navy Yard at Brooklyn, New York.

Second Lieutenant Henderson spent about a month in Brooklyn, pulling double duty as yard fire warden and legal counsel for court-martialled Marines. In October, he was assigned to “temporary duty” with the Third Marine Brigade, recently deployed to China. Henderson would have plenty of time to contemplate what “temporary duty” might involve; the journey – via Nicaragua and San Francisco – took nearly two months. On December 16, he arrived in Tientsin, China and took command of First Platoon, 16th Machine Gun & Howitzer Company, 12th Marine Regiment.

Lofton Henderson on duty in Tientsin, China, in 1928.
Photo courtesy of Robyn Adair, used by permission.

“China Duty” was a rite of passage for an aspiring Marine officer in the years between the Banana Wars and Pearl Harbor, a genuine “Asiatic Station” where one could cultivate command experience and sea stories almost at will. The Brigade, including parts of the 4th and 6th Marines (which eventually absorbed Henderson’s platoon) helped provide security for Shanghai’s International Settlement. Tensions occasionally ran high between the Chinese and the foreigners – the Hankow Incident was a recent memory – but, although they maintained vigilance for riots, the Marines were never compelled to draw weapons. Duty quickly settled into a more or less peaceable routine.

Evidently, Joe Henderson was thinking about flying while in China. On 12 April 1928, he was excused from normal duties to take a physical with the flight surgeon at Camp McMurray; the following month, he assumed the temporary duty of company reconnaissance officer. He must have shown promise, for on July 11 1928 Henderson received orders releasing him from the 6th Marines, boarded the USS Chaumont at Taku Bar, and set sail for San Francisco and duty with Observation Squadron 8-M.

Joe Henderson (standing at left) with other student pilots. The date on this photograph is confusing, as Marine Corps muster rolls place Henderson at the Brooklyn Navy Yard on this date.
Photo courtesy of Robyn Adair, used by permission.

Naturally, Henderson needed more than passion before being allowed in the cockpit. The observation squadron put him through pre-flight training, then shipped him across the country to the Naval Air Station at Pensacola. Flight school was probably Henderson’s toughest trial to date; every month, a handful of hopeful young officers “washed out” of the program, their status as Student Naval Aviator revoked, and sent packing to the unglamorous training grounds of Quantico.(1) After enduring months of grueling effort, Henderson received his reward: a pair of gold wings, designation as a Naval Aviator, and the all-important order “detailed to duty involving flying as a pilot.” The date was September 20, 1929 – exactly one year since the completion of his pre-flight training.

A fresh-faced Joe Henderson, date unknown.

After a long-overdue and well-earned furlough, Henderson reported to Fighting Squadron 4M at Quantico as a pilot and assistant gunnery officer in January 1930. By mid-March, he was en route to Nicaragua once again, this time to join Utility Squadron 6M as a squadron officer. Over the next eighteen months, Henderson gained invaluable on-the-job experience flying transport aircraft in support of the Second Marine Brigade and serving as a photographic officer for a support company. He also gained an appreciation for military justice when a court convicted him of a minor offense shortly after arrival.(2)

Henderson returned to Pensacola in October, 1931. As an instructor, he put a class of student pilots through the same rigorous training he had endured – and earned the silver bars of a First Lieutenant on July 16, 1932.

While at Pensacola, Henderson met and courted Adeline Williams. The two were married on May 19, 1933, and took a cross-country honeymoon when Lofton was reassigned to  Bombing Plane Squadron 4M in San Diego.

“My mother’s favorite picture, done by Lou Goodale Bigelow in Coronado.” Henderson – still a lieutenant in this photograph – shortly after his arrival on duty in California. He wears the Second Nicaraguan Campaign and Marine Corps Expeditionary Medal ribbons.
Photo courtesy of Robyn Adair, used by permission.

Lieutenant Henderson would spend the next eighteen months shuffling between the various squadrons of Aircraft Two; most of his time was spent training with Bombing 4, or as squadron officer (and occasional skipper) of Utility Squadron 7. In December 1934, he landed a berth as the gunnery officer of Observation Squadron 8M. With a lineage dating back to the original Observation Squadron 1 of the Dominican campaign, and a distinctive ace of spades insignia adorning their Vought O2U Corsairs, Observation 8 was a proud unit and one where Henderson apparently felt right at home. By the time he transferred out in May of 1937, he was one of the squadron’s more capable aviators – a fact reflected in his promotion to captain in July, 1936.

“Joe getting ready for a flight at North Island, Coronado, CA probably between 1933-1935 before leaving for a tour in Quantico.”
Photo courtesy of Robyn Adair, used by permission

Captain Henderson traveled to Quantico, where he became the executive officer of Marine Bombing Squadron One. He rose to command of that squadron in May, 1938, but only held the role until that August. After another period of intense training – despite being called “the Junior Course,” this curriculum was designed to provide “a sound basic military education; a thorough knowledge of the tactics and techniques of land and amphibious warfare; a sufficient knowledge of the weapons, tactics, and technique of sea warfare to insure intelligent collaboration with the Navy….”(3) Clearly, Joe Henderson had his sights set on command; when he accepted the role of executive officer of Marine Scouting Squadron One, he likely envisioned himself as a permanent squadron CO – possibly even a wing commander. In peacetime, though, the promotion list moved slowly. Henderson would not move up the rungs again until July, 1941 – but when he did, it was to a staff post. Major Henderson (promoted 8 July, to rank from 1 March 1941) spent the few remaining peacetime months – and the first few months of the war – as the intelligence officer of the Second Marine Aircraft Wing in San Diego.

Joe Henderson in uniform, date unknown.

Major Henderson spent years working his way through the ranks, and the sudden accelerated pace of wartime may have come as a surprise. Experienced leaders were badly needed in the Pacific, and Henderson received new orders when the war was scarcely three months old. He boarded the USAT Aquetania at San Diego on 30 March 1942; five days later he reported at Pearl Harbor “awaiting assignment”; one week after that he was on his way to Marine Air Group 22, stationed on a lonely speck of land called Midway Island. On April 17, 1942, Major Henderson debarked from the USS William Ward Burrows and reported to Captain Leo Smith. With an exchange of orders and a shake of hands, Henderson relieved Smith as commander of Marine Scout Bombing Squadron (VMSB) 241.

Excerpt from the VMSB-241 War Diary, April 1942.

Joe Henderson faced an incredible task. His first order of business was to institute an instruction program for his new pilots. A handful of young “Second Looies,” including Thomas Gratzek, Bruno Hagedorn, Thomas Moore, Jesse Rollow, and Harold Schlenderling, had arrived with Henderson; these junior pilots were not checked out on the Vought SB2U Vindicators they were expected to fly. The obsolete “Vibrators,” with engines long overdue for overhauls maintenance checks and fabric skins made brittle and ragged by Midway’s bouts of heat and cold, wind and rain, were a chore to fly and maintain – but they were the only planes available. Henderson led by example, choosing a Vindicator and an experienced radioman (T/Sgt. Edward Nooney) with whom to lead the training. He reorganized the squadron into flights of four, organized into a “closed V” formation in the air, and ran them through daily flying, bombing, and takeoff drills. The men learned fast, although an accident between 1Lt. Armond DeLalio and T/Sgt. Clyde Stamps resulted in the writeoff of one Vindicator.

Major Henderson pulled no punches in his assessment of the Vindicator’s airworthiness. Excerpt from VMSB-241 War Diary, April 1942.

Training for the bomber pilots continued into May, 1942. The ongoing maintenance problems became worse and worse, as the war diary recorded:

Saturday, 16 May 1942.
Carried out routine patrols. Dive bombing practice cancelled due to fabric ripping off planes and windshields cracking. Practice is to dive with wheels up instead of down, as has been practiced heretofore. Diving wheels up gives much improved control due to lessened stick forces, and shortens the required arc of pull out, but builds up speeds in excess of 300 knots which has proved to be too great a strain for our tattered, battered ships. Therefore, dive bombing has been canceled and glide bombing is now the practice.

Glide bombing eliminated the only advantage the Vindicators had against enemy aircraft and gunnery – speed and accuracy. For the next ten days, Henderson experimented with new tactics before landing on a nineteen-plane formation that placed his aircraft “well clear of the formation on its flank” where he and his new gunner, PFC Lee Reininger, could “watch developments” and shepherd the young pilots in their unreliable planes.

Major Henderson with his pilots on Midway.

On 26 May, VMSB-241 received a much needed shot in the arm. The USS Kittyhawk arrived at Midway and deposited nine new pilots, about thirty enlisted men, and – most welcome of all – nineteen Douglas Dauntless SBD-2 dive bombers. This sparked another flurry of administrative reorganization as new pilots and planes were assessed. Of the recent arrivals, only two – Major Benjamin Norris and Captain Marshall A. Tyler – had any significant flying experience. The remaining seven, all second lieutenants, were just a few weeks out of flight school – “the greenest group ever assembled for combat” as one of them said.(4) These unfortunates, plus a pair of borrowed fighter pilots, inherited the squadron’s clapped-out Vindicators; they would form a separate sub-unit, operating independently under the command of Major Norris. “The new pilots are assigned to the SB2U-3 unit and are in need of much training, but are making excellent progress” the war diary hopefully noted, “despite two ground loops today that cost us two airplanes.” Henderson’s more seasoned pilots struggled with the unfamiliar Dauntless controls, too – one pilot dropped his plane to the tarmac when he accidentally retracted the landing gear, and was banished to the Vindicator unit.

On the morning of May 28, Major Henderson informed his men that the Japanese were “overdue.” Time and resources for training were in short supply. Training for the SBDs was called off due to a severe shortage of gasoline (the Vindicator pilots, who needed more practice, were given precedence). “Since the transition of the more experienced pilots from [Vindicators] to [Dauntlesses] there has been no opportunity… to have even one practice as a squadron unit” complained in the War Diary. “The plane differs greatly in many respects, and certain adjustments may prove necessary in the type of attack doctrine that has been practiced.”(5) The shortage was so severe that Henderson stopped all patrol activity; between May 31 and June 3, no flights were reported.

At 0610 on June 4, Lofton Henderson roared down the runway and pulled his SBD-2 into the air. Fifteen more Dauntless dive bombers followed; then came Major Norris’ flight of eleven old Vindicators. As they circled at their assigned rendezvous point, they could see black smoke billowing from Midway, and possibly the streaks of flame that marked the demise of Major Floyd Parks’ fighter squadron.

A radio transmission from Midway gave the bearing, location, and speed of a Japanese carrier force, and Major Henderson signaled to his flight, climbing to 9,000 feet and setting an intercept course. Everything would proceed just as it had in training; instead of diving in their unfamiliar aircraft, his pilots would make glide bombing attacks. Henderson likely passed leadership of the flight to navigation officer Captain Richard Fleming and, in accordance with his preferred formation, took up a position off the flank to keep an eye on his charges.

At 0755, the Marines spotted the Japanese fleet, and Henderson signaled a descent to 4,000 feet. As the bombers circled at that altitude, the first black puffs of flack began to flower in their midst, and a Japanese combat air patrol from the carrier Hiryu was closing fast.

Henderson may have maintained his flank position or, in accordance with his doctrine, moved to the head of the formation to lead the dive. Wherever he was, the Japanese pilots singled him out as the leader and concentrated their attacks on him.

Captain Elmer Glidden, leader of the second box of Henderson’s formation, saw the Zeros make two passes at Henderson before “one of the enemy put several shots through the plane… his plane started to burn. From the actions of the leader it was apparent that he was hit and out of action.”(6) Second Lieutenant Jesse Rollow counted twenty Zeros and one lone plane with fixed landing gear; this plane “shot Major Henderson, his plane catching on fire.”(7) Flames sprouted from the SBD’s left wing root, and soon it was falling out of control towards the sea. A single parachute blossomed in its wake; whether it was Henderson, Reininger, or the trick of a hopeful imagination will never be known. Neither Marine would ever be seen again.

Excerpt from the war diary of VMSB-241, June 4 1942.

“It is believed that three direct hits were made on the ships, and two close misses” reported the War Diary. Corporal Eugene T. Card, Captain Fleming’s gunner, upped the ante by claiming that Major Henderson deliberately “dove down a smokestack on one of the carriers.”(8) While VMSB-241 scored only the two near misses, word of their exploits spread quickly to newspapers across the country, and Lofton Henderson became a household name and a national hero, with many papers reporting his deliberate dive into the carrier as fact. Later that year, Marine aviators would name their famous airfield on Guadalcanal in his honor.

Countless newspapers printed variations on this story.
Presented here are three typical examples.

Henderson’s parents modestly embraced their son’s status. “If and when he had to go, he wanted go aboard his plane, with his boots on,” declared Catherine Henderson, but “my boy is just one among millions. I’m deeply proud of him, but countless other sons and mothers are going through the same thing.” Fred Henderson left his retirement to return to the Lorain shipyards, where photographers snapped him signing a “war pledge” to President Roosevelt.

Adeline Henderson first received word that her husband was missing; when newspapers broke the story of his death, she simply refused to believe them. Reporters gathered outside her room at the Coronado Hotel but were rebuffed – Mrs. Henderson would only repeat “I know he’ll come back.” Eventually, Adeline joined the service herself; she was driving a truck at the San Diego Naval Air Station when she met Navy lieutenant named Robert Conrad. They were married the following summer, and raised a family. However, she never forgot Lofton Henderson – and when she died, her ashes were scattered over the Pacific, just north of Midway.(9)

Lofton Henderson was awarded a posthumous Navy Cross for his part in the battle of Midway.

The President of the United States of America takes pride in presenting the Navy Cross (Posthumously) to Major Lofton Russell Henderson (MCSN: 0-4084), United States Marine Corps, for extraordinary heroism and distinguished service in the line of his profession while serving as Squadron Commander and a Pilot in Marine Scout-Bombing Squadron TWO HUNDRED FORTY-ONE (VMSB-241), Marine Air Group TWENTY-TWO (MAG-22), Naval Air Station, Midway, during operations of the U.S. Naval and Marine Forces against the invading Japanese Fleet during the Battle of Midway on 4 June 1942. With utter disregard for his own personal safety, Major Henderson, with keen judgment and courageous aggressiveness in the face of strong enemy fighter opposition, led his squadron in an attack which contributed materially to the defeat of the enemy. He was subsequently reported as missing it action. It is believed he gallantly gave up his life in the service of his country.

(1) One of Henderson’s classmates who failed to qualify was future Commandant David M. Shoup.
(2) The details of this case were not reported in muster rolls, and Henderson’s punishment, while apparently slight, must have been effective; he was never in trouble again.
(3) Kenneth W. Condit, Gerald Diamond, and Edwin T. Turnbladh, Marine Corps Ground Training in World War II (Washington: Headquarters, U.S. Marine Corps, 1956), 86. The Junior Course was open to captains and experienced first lieutenants; field grade officers could take the Senior Course.
(4) 2Lt. Allan H. Ringblom would survive the coming battle.
(5) War Diary, VMSB-241, May 1942. Captain Marshall Taylor assumed the duties of executive officer and was responsible for maintaining the diary.
(6) Statement of Captain Elmer G. Glidden, Jr., MAG-21 Report of Enemy Action, Midway Island.
(7) Statement of 2Lt. Jesse D. Rollow, Jr., MAG-21 Report of Enemy Action, Midway Island.
(8) Henderson’s airplane may have fallen close aboard the Hiryu, but evidently did not strike the carrier; she remained relatively unscathed until a combined strike from the Yorktown late in the afternoon caused mortal damage. For an interesting visual assessment of damage to Japanese carriers at Midway, please see this article on the Battle of Midway Round Table.
(9) Eyewitness account of David B. Gills, CDR MC USNR (Retired), aboard the USS John C. Stennis.

4 Replies to “Lofton R. Henderson”

  1. What a great life and bravery of Maj. L. Henderson. May he be with the LORD in Heaven.

  2. I served aboard USS Henderson (DD-785) from June 1956 to August 1960. While aboard Adeline, Henderson’s widow attended the ships birthday party in 1959. I had the opportunity to drive her home from the party on that occasion. As I remember her she was a very nice lady who enjoyed maintaining contact with the USS Henderson.

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