Henry Le remembers everything about his last morning in Vietnam. Then a 22-year-old second lieutenant in the South Vietnamese Air Force, he had landed at Tan Son Nhut Air Base outside Saigon the day before, too low on fuel to make it back to his home base at Can Tho. At 4 a.m. on April 29, he was awakened by the concussion of rocket explosions. "I was in a bunk on the second floor of the barracks," he recalls. "I sat up and for a few moments tried to understand where I was."

Today Le is a lieutenant commander in the U.S. Naval Reserve, having flown S-3 Vikings on active duty patrolling for submarines in Subic Bay and A-6 Intruders in the Persian Gulf. On that morning 21 years ago, he was a newly trained A-37 pilot with only a handful of combat sorties behind him. The Cessna A-37 Dragonfly was a small but capable attack bomber equipped with a 7.62-mm gun and able to carry as many as six 500-pound bombs under its wings. Le and his fellow A-37 pilots had been supporting ground troops and trying, mostly unsuccessfully, to slow the Northern assault that by then had tanks and artillery moving in a solid column down Highway 1 toward the capital. But not until the rockets began raining down on the suburbs of Saigon that morning did he know the war was lost.

Most of the Americans involved in the conflict remember seeing the end coming long before Saigon fell. One of them, Air Force Brigadier General Harry "Heinie" Aderholt, commanded the U.S. military’s assistance and advisory operations in Thailand (MACTHAI). Aderholt had begun his career in southeast Asia in 1960—as the senior air officer in covert operations in Laos—and spent most of the next 15 years there. He trained Laotian Hmong guerrilla units for incursions into Tibet and is today a leader of a volunteer organization that helps settle Hmong refugees in the United States. In the war stories he tells, Aderholt is a rascal who made general, and he still has a rascal’s glint in his eye. He does not suppress his distaste for past U.S. policy in southeast Asia, and recommends one history of that period with this endorsement: "It’ll show you what bastards we are. How we always desert our allies."

Aderholt was chief advisor to the Royal Air Force in Thailand before going to the MACTHAI in 1973. By 1974 he had already begun to worry about Vietnam’s neighbors—Thailand, Laos, Cambodia—all of the small, poor countries vulnerable to what would soon be an enormous air power. For as the United States drew down its forces in South Vietnam, it pumped up that country’s arsenal. By the end of March 1973, in accordance with the agreement signed that January in Paris, only 50 U.S. military officers and 159 Marine guards remained in the country. But the Republic of Vietnam Air Force had grown to the fourth largest in the world, from 482 aircraft in 1969 to 2,276 in 1973. Aderholt saw that the ultimate benefactors of this military aid would be the North Vietnamese, and he wanted to reclaim as many airplanes as he could for the United States and its allies.

Aderholt was particularly concerned about 150 Northrop F-5 Freedom Fighters, 40 of which were E and F models that had just come off the production line, and 78 A-37s. The F-5s were Mach-1.6 fighter-interceptors that, with the capacity to carry 6,200 pounds of rockets, bombs, or missiles, doubled as attack aircraft; they especially would pose a significant threat to Thailand, a country with a far smaller, far less modern air force. In the beginning of 1975, Aderholt sought permission from the U.S. Embassy in Saigon to begin bringing aircraft out of Vietnam. He had no authority himself to remove assets that had been loaned under the Military Assistance Program. After U.S. forces withdrew from Vietnam in 1973, military decisions there were made by the state department.

"I presented a plan to [Graham A. Martin, U.S. ambassador to Vietnam] for the evacuation of all U.S. supplied aircraft" in the early months of 1975, Aderholt says. "But the plan was scrapped. Martin said he would entertain Ôno defeatist attitude.’ "

On March 10, 1975, General Van Tien Dung, North Vietnamese commander in the South, attacked Ban Me Thuot, a strategic city in the central highlands of South Vietnam, beginning the last offensive of the war. Seven weeks later his victorious army marched through the gates of Saigon’s presidential palace. In the interim, 933 VNAF aircraft fell undamaged into enemy hands. But not Henry Le’s A-37.

When the second salvo of rockets lit up the night, Le leapt from his cot, jumped into his flightsuit, and rode on his motorcycle to the main gate of the air base. "I grabbed a packet of documents including flight training certificates—all important for starting over in a new country," he says.

The base guards had orders to keep all personnel outside until the attack was over. Frustrated, Le listened to details of the ongoing battle via a tactical radio in the guard shack. He heard a pilot call the tower.

The pilot was orbiting in an AC-119 gunship over the base at 7,000 feet, desperately trying to locate the source of the rocket fire. He requested permission to drop to 4,000 feet to get a better fix on the enemy location. Le could hear the roar of the AC-119 but could not see the aircraft because the pilot was operating without lights. Le remembers that as dawn turned the sky gray, the AC-119, a bulky, black transport with guns mounted along the port side of the fuselage, swept into view and laid down a sheet of 7.62-mm fire on the enemy position. "It was the final act of bravery I saw in the battle to save my country," Le says.

As Le watched, an SA-7 shoulder-fired missile sailed wide of the attacking gunship. Then a second missile appeared, its exhaust tracing a crooked line as the SA-7 adjusted its course to follow its target. It struck the airplane’s right engine. As the airplane dove, the right wing caught fire. A crewman bailed out but his chute got tangled in the tail as the aircraft started to break apart. Flames billowed behind the gunship. It rolled inverted and made three-quarters of a turn before slamming into the ground.

The guards, who had also witnessed the crash, now allowed Le onto the field. Inside the gate, pilots rated in all types of aircraft were searching for airplanes they could fly. There had been no briefings or plans for retreat. Just two weeks earlier in a radio address to the nation, General Nguyen Cao Ky, former South Vietnamese prime minister, had urged his forces to stay and fight, vowing to fight to the death himself. That morning on the base Le watched Ky board a helicopter that flew east toward the U.S. fleet.

The pilots gathered to discuss their options. Conversation was tense and chaotic, but the choice was simple: Evacuate all flyable aircraft or blow them up.

Over the previous two weeks, Le and his friends had discussed the destinations that would be available to them if the worst happened and Saigon fell. They could attempt to fly to U Taphao Air Base in Thailand, some 350 miles to the northwest, or, if they had enough fuel, to Singapore, 580 miles southwest. Another option was to head for the U.S. Navy carrier fleet off the coast to land aboard ship or ditch. Long-range airplanes, like C-130s or -123s, could try to make it to Subic Bay in the Philippines, 785 miles to the east. A final option was to simply take off and eject wherever fuel ran out.

At 9:45 a.m., the base intelligence unit broadcast a warning that a massive rocket attack was about to begin. Pilots and crew members ran for their aircraft as VIPs loaded staff cars in a mad dash to escape. At 10 a.m., rocket salvos began rolling across the base.

"Friends got together with friends," recalls Le. "All of us ran, checking aircraft to see if we could find one that was flyable." Le found an A-37 with fuel, and he, a pilot friend, and a maintenance crewman crammed themselves into the two-seater. That eliminated the ejection option for Le’s friend and the maintenance crewman. "I promised them I would ride the airplane into the ground with them if necessary," Le says.

Le started the engines and taxied. "It was a mess," he says. "No one was manning the tower. Aircraft jockeyed for position, trying to get to the runway and into the air before being damaged by rockets." An Aim-9 missile lay in the center of Le’s path. Empty fuel tanks littered the area.

Inside the A-37, Le listened on the tower frequency, awash with confused and panicky calls as pilots asked for directions that would never come. As he waited for his chance to take off, Le watched the chaos around him.

"In the distance, a twin-engine C-7 [Caribou] rolled down the runway. The pilot had forgotten to remove the control locks," Le recalls. "The plane never got airborne. Instead, it plowed into the overrun and burst into flames. People came crawling from the wreckage. Some ran, others limped back to the ramp looking for other aircraft to board."

Finally, Le took his turn on the runway. To the north, raging fires and towering columns of smoke marked ammunition dumps that were being blown up before the arrival of the Communist forces. Le added power, took off, and headed west.

Colonel Harold R. Austin, commander of the U.S. Air Force 635th Combat Support Group at U Taphao, was in some ways prepared for the problems he faced on the morning of April 29, 1975. During the U.S. involvement in the war, Strategic Air Command B-52s had been based at U Taphao for strikes against North Vietnam. Some 20 of the big bombers were still standing by, protected in three-sided revetments. To support the B-52 operations, SAC had installed a 12,000-foot runway and taxiways, a stroke of good fortune for the pilots who were now landing their airplanes on both ends of the runway without clearance.

But by 9 a.m. things at the flightline were already out of control. Helicopters settled onto the grass between the runway and taxiway. One landed amid the revetments. A C-47’s landing gear collapsed on touchdown. The airplane, a military version of the DC-3 built to accommodate 30 troops, had carried 100 passengers out of Vietnam. The accident blocked the runway, but pilots continued their attempts to land.

"We got all the SAC airplanes on the ground as soon as we realized what was going on," Austin says today. "I had the tower broadcast [to arriving aircraft] on all available channels to be on the lookout for airplanes without radios.

"You have to understand we weren’t fighting a big war," Austin says. "We were standing by to fight. So I had 6,000 people with not a whole lot to do. And everybody pitched in—SAC guys, MAC guys. I had excellent cooperation."

GIs in any vehicles available towed A-1s, C-47s, O-1 Bird Dogs, and all the smaller aircraft onto the grassy infield, making room for incoming jets and the larger transports. Others painted out VNAF markings. Under the extreme circumstances, aircraft were parked without chocks, their canopies left open. Maintenance crews de-armed the combat aircraft, stacking ammunition in piles along the parking ramp.

By the end of the day, 165 VNAF aircraft were at U Taphao, including 31 F-5s, 27 A-37 Dragonflys, nine C-130A Hercules transports, 45 UH-1 Bell helicopters, 16 C-47s, 11 A-1E and H Skyraiders, six C-7A Caribou transports, three AC-119 gunships, 14 Cessna U-17 Skywagons, three O-1 Bird Dogs, and a handful of civilian aircraft. The airplanes were crammed among 97 Cambodian aircraft that had arrived since April 12, when Phnom Penh fell.

In addition to trying to keep the runway clear and securing aircraft and weapons, Austin had to manage the flood of refugees. "Most of them were very emotional, hungry, and dehydrated," Austin recalls. "They were scared to death." Many had suffered horrible losses in addition to losing their homeland. Austin remembers one group in particular that had flown in on a C-130. Passengers had been boarding the aircraft at the Tan Son Nhut base when rockets started to fall. The engines were already running, and the pilot began to taxi. The copilot’s wife had been leaning outside, helping load passengers at the front entryway. As the plane lurched forward, she fell. The left main gear rolled over her, crushing the woman. No one told the copilot until the aircraft landed in Thailand.

Austin had to get the refugees fed and made as comfortable as he could. He kept the families together and set up temporary living quarters for them in the hangar area and in the airmen’s annex. He sent the single males to the U.S. Navy maintenance facilities, where tents were being set up for additional shelter.

Henry Le was one of the refugees who spent the night in a tent at U Taphao. He had landed with his passengers at about midday, when the ramp was overflowing, and was shocked by the number of airplanes already on the ground. As he was taxiing in, several GIs stopped him, painted over the insignia on his A-37, then waved him on.

As Austin was organizing food and shelter for the refugees, he was also conferring with foreign service officers at the U.S. Embassy in Thailand. "The Thais had made it clear that they wanted the Vietnamese nationals out of the country in no uncertain terms," Austin says.

"The Thais were afraid that the Vietnamese would take vengeance on them," says Aderholt. "Besides, they had been there before. During the exodus in 1954, northeast Thailand had many Vietnamese infiltrate and become homesteaders. They were still there. So the Thais had no love for the Vietnamese."

Austin communicated the dilemma to his headquarters at the Pacific Air Force in Hawaii. Twenty C-141s were ordered to U Taphao the next day to airlift the Vietnamese, Henry Le among them, to Guam, where a tent city had been erected to receive them. But as the first transports arrived, Austin faced a new problem.

Sixty-five of the Vietnamese arrivals, all from one C-130, wanted to go back to Vietnam. Led by 27-year-old Second Lieutenant Cao Van Li, these VNAF personnel had not realized they were leaving the country when the aircraft took off from Saigon. They had left their families in Vietnam, and now they threatened suicide if their request to return was denied. "They were all youngsters," says Austin. "We told them we were sending them to Guam. They’d never heard of Guam."

Austin enlisted the help of a VNAF colonel, who pointed out to the men that they would almost certainly be shot if they returned. An American chaplain also helped with the negotiations. "He worked his tail off," says Austin. And as the C-141s came and went, all but 13 Vietnamese agreed to leave for Guam. With 3,900 refugees already airlifted out, Austin continued trying to coax the last group aboard. "U.S. Embassy and Air Force interpreters informed the refugees that under Thai law they could be categorized as illegal immigrants and as such would be jailed and shot," Austin says, but the Vietnamese were adamant. Austin’s medical personnel suggested sedating the remaining 13, a practice they had used before when dealing with medical evacuees who were apprehensive or whose condition required immobility during travel. With the lone C-141 holding on the ramp for departure and the Thais threatening to put the rebels on by force, Austin approved the sedation.

The first Vietnamese to be sedated was carried into the medical trailer. The remaining 12 hesitated but did not resist. Austin directed four Air Force security policemen and a male nurse to accompany the aircraft.

When the aircraft landed at Guam, Lieutenant Cao Van Li protested his treatment to officials there. "I am not a Communist," he said, "but I want to go home. My family is there. They need me." The press picked up the story. Suddenly Austin found himself the focus of an international incident that eventually resulted in his removal as commander of the 635th. "I’d make the same decision today," Austin says.

A few days before the exodus from Saigon, Aderholt had sent Air Force Captain Roger L. Youngblood to Trat Field on the Thai border with Cambodia. Flying a Royal Thai Air Force AU-23 (a derivative of the Pilatus PC-6 Turbo-Porter that could handle the short runway at Trat), Youngblood orbited in the area with a Vietnamese co-pilot. The co-pilot stayed on the radio giving the tower frequency for U Taphao and trying to direct pilots to land there. Not all of the pilots made it.

On the night of April 29, Aderholt, who had advisors all over Thailand, started receiving information about airplanes that had landed in fields, on roads, in any clearing the pilots could find. An A-37 that had landed on the highway near Korat Air Base, north of Bangkok, was sitting near a school. The pilot had taxied off the road and into a schoolyard before shutting down. The airplane still carried bombs under its wings. Aderholt dispatched an Air Force captain from Udorn to fly the A-37 back to that base.

The reports continued to come in, and on May 1 Aderholt ordered U.S. Army helicopters detailed to MACTHAI to ferry pilots and 55-gallon drums of jet fuel to locations in Thailand and Cambodia where airplanes and helicopters had landed. Youngblood flew back to Trat with former forward air controller Briggs Dogood to make one of the trickier recoveries.

"We went by jeep to a nearby rice paddy where an O-1 was stranded on a cart path with barely a foot clearance on either side of the landing gear," Youngblood recalls. "Dogood paced off the length of the path, put some gas from a tanker truck into the plane. Then he got in and in a cloud of dust flew the O-1 off the cart path."

When it became clear to Aderholt that the North Vietnamese were going to claim the airplanes and helicopters that had escaped into Thailand, Youngblood also flew aircraft out of U Taphao. Aderholt learned that the Hanoi government’s first move would be to send a delegation to Thailand to inventory the VNAF aircraft. The Thai government, intimidated by Hanoi, ordered the aircraft impounded. "The aircraft were Military Assistance Program assets and as such still belonged to the U.S. government," says Aderholt, but he wasn’t sure that he could count on the Thais to see it that way. He decided to get as many of the aircraft as he could to the United States fast.

Aderholt first gave five F-5As to the air chief marshal of the Royal Thai Air Force to get the Thai military on his side. He had no authority to do so; the U.S. Embassy, in negotiation with the Thais and the North Vietnamese, was responsible for the final disposition of the aircraft. But, Aderholt knew, it would be difficult for the state department to take back the gift.

Aderholt learned from Pacific Command in Hawaii that the USS Midway was on its way to a Royal Thai Navy Base near U Taphao, to offload U.S. HH-53 helicopters that had taken part in the evacuation of Saigon. Says Aderholt, "The Midway was given a new mission: Load the most valuable VNAF aircraft currently at U Taphao."

On May 5 the aircraft carrier pulled into port, and Austin hurriedly began the transport of jet aircraft by helicopter to its deck. Two F-5s fell from the helicopter slings: One dropped 25 feet onto the dock and the other into the water. The remaining aircraft were then moved overland by truck to the port at Sattahip, and no more were lost.

Loading only the most valuable aircraft aboard the Midway meant, of course, that older combat aircraft, like the A-1 Skyraiders, would be left behind. These propeller-driven aircraft had proven effective in close-air-support and rescue operations, and Aderholt was not about to let them fall into Vietnamese hands. With the blessing of the Thai military, Aderholt ordered Youngblood and Major Jack W. Drummond, both pilots who had flown Skyraiders years earlier, to U Taphao to fly the A-ls to a "less conspicuous location."

"Start, taxi, and run up were accomplished and the thrill of sitting behind the single 3350 [Pratt & Whitney engine] came rushing back," wrote Drummond of the incident in a recent A-1 Skyraider Association newsletter. "Takeoff was no sweat. Both of us felt that we had probably made the best landings of our A-1 careers!"

They delivered the airplanes to Ta Khli Air Base in central Thailand and parked them out of sight in a hangar. (Aderholt was familiar with the base because he had worked with the CIA there to send U-2s on missions over China.) The two pilots returned to U Taphao and brought another pair of A-ls to Ta Khli. When the U.S. Embassy in Thailand found out about the F-5s that were given to the Thai air force and the movement of A-ls, Drummond and Youngblood were returned to their regular duties, and the remaining A-1s stayed at U Taphao.

While the U.S., Hanoi, and Thai governments arm wrestled, the Midway and several other Seventh Fleet ships slipped port loaded with 142 VNAF aircraft bound for Guam. At least one C-123K also made it out of Thailand. Today tail number 54-00592 is at Avra Valley Airport in Marana, Arizona. No one remembers the details of how it came to be there.

Aderholt retired from the Air Force in 1976, but he stayed in Thailand for four more years—long enough to arrange transport home for the four A-1s he had sent to Ta Khli. He says today that he knew those aircraft had become rare in the United States and he wanted to make sure a few were preserved.

Aderholt rented tractors to pull the airplanes from Ta Khli to the Chao Prya River. He had them loaded on four barges brought up from Bangkok, which immediately got mired in shallows. Aderholt bribed the keeper of the Chainat Dam with 20,000 baht ($1,000 at the time) to open the flood gates. The barges floated down river to the port, and the aircraft were loaded on a ship. Later, warbird collector Dave Tallichet brought them to Los Angeles and stored them at Orange County Airport until 1986. Tallichet still flies one of the Skyraiders out of Chino Field in California. Another is on display at the Santa Monica Museum of Flight in California.

No aircraft were sent back to Vietnam by the Thais. The Midway delivered its load of 101 VNAF aircraft to Guam, making it possible for 21 F-5Es to come back to the States through McClellan Air Force Base in California. Each had logged only 64 to 115 hours flying time. Most of them found their way to Williams Air Force Base in Arizona, where they were used to train foreign pilots. Of those, five were moved from Williams to Nellis Air Force Base in Nevada in 1977. For the next 12 years, the F-5Es were used in the 57th Wing Aggressor Squadrons to demonstrate Soviet Bloc tactics to U.S. pilots (see Grounded: The Aggressor Squadrons," Feb./Mar. 1994).

In 1988 and 1989, the F-5s were sold to Brazil and Honduras; some spent a brief period with the U.S. Navy. But the U.S. pilots they had helped train went on to establish a 41:0 kill ratio against Soviet-trained Iraqis in the skies over Baghdad in 1991. No small part of that triumph can be attributed to the efforts of the VNAF pilots. Many of the airplanes they flew out of Vietnam are still flying missions around the world. Their own air force ceased to exist on April 30, 1975. Its official history covered 20 years, during which its pilots knew not a single moment of peace.

Originally published in Air & Space/Smithsonian, December/January 1997. Copyright 1997, Smithsonian Institution. All Rights Reserved.