Suddenly we heard "Scratch One Flattop - Dixon to Carrier - Scratch One Flattop," [this was the voice of Lt. Comdr. Robert E. Dixon, the Squadron Commander of Scouting Squadron Two], and at that moment a tremendous cheer went up for we knew that our pilots had just sunk the first Japanese aircraft carrier sunk in World War 11. Our aircraft later returned and refueled and continued their unsuccessful search that day for the other two Japanese carriers.

At 05:52 a.m. on May 8th we went into General Quarters [manning our battle stations] and launched our scout planes in search of the enemy. It was a clear, warm day and the Coral Sea was calm with gentle swells. On our Marine Gun Batteries we wore helmets, life jackets and flash proof clothing and we were kept informed by the Battery Officer as to any potential targets. At 08:50 we received radio contact from our scout planes they had found the Shokaku and Zuikaku, four cruisers and many destroyers about 120 miles away, and at 09:07 a.m. we began launching our attack group of fighters, dive bombers and torpedo planes, following which we brought back aboard our early morning scouting group.

The enemy had spotted us at about the same time we spotted them and at about I 1:00 a.m. we received a report of many enemy planes approximately 58 miles away. We immediately launched our remaining F4F fighters and SBD anti-torpedo defense planes and prepared for the enemy attack. The first Japanese torpedo plane was spotted off the port bow at II: 1 5 a.m. about 3 000 yards out and we received the order to commence firing. Simultaneously we picked up speed and began evasive maneuvers. The sound of all our guns firing was deafening and suddenly we felt a violent vibrating blow to our ship [a torpedo hit on the port side forward].

The enemy torpedo planes, after launching their torpedoes, began strafing our gun positions and on my Gun IO three of our men were wounded and one was killed from these strafing attacks. [The man that was killed was loader Private Raymond Miller who was awarded the Navy Cross posthumously for continuing to load ammunition while mortally wounded and until he dropped dead.]

At about 11:25 a.m. while still under attack by enemy torpedo planes enemy dive bombers began their attacks and one bomb hit on the flight deck on the port side forward and exploded in the ready ammunition locker for our Marine Gun 6, killing all fourteen members of that gun crew.

We then received another torpedo hit on the port side just aft of the first torpedo hit. Then suddenly we lost communication with our gunnery officer in sky aft and we immediately went into local control on our Gun Battery picking our targets. About that time a large bomb just missed [by inches] my Gun 10 splinter shield throwing up a 70-foot high wave of water that washed all of us off Gun 10, and only the splinter shield saved us from being washed over board. We quickly regained our positions on the gun and resumed firing.

That evening as our evening patrol just landed unidentified airplanes mistakenly got into the Yorktown's landing circle and was quickly identified as enemy aircraft. One enemy plane was shot down, and the rest flew off. Only six of the 27 enemy planes were able to return to their own carriers.

Later we learned that the other two Japanese carriers had located our tanker Neosho and its escort the destroyer Sims about 250 miles away from us. They sank the Sims and heavily damaged the Neosho, which was sunk several days later.

At about 5:50 p.m. Captain Sherman came over to our Marine Gun Battery Four and relieved us of our duty and ordered us to abandon ship. At this point our First Sergeant Payton said, "Men, lets give three cheers for the Captain," and we did. [Later Captain Sherman wrote in his book Combat Command: "Their loyalty was inspiring."]

I checked with my Marine buddies to see what they wanted to do and they had decided to go down a rope into the water and wait alongside the ship until a motor whaleboat came by to pick them up. I had seen an empty life raft off the port beam, and as I was an excellent swimmer, I decided I would swim out to that raft as I felt with the ship afire it would be more dangerous to stay along side to be picked up. I gave my life jacket away, took off my shoes and left them in a line with others on the flight deck. I cut off the sleeves of my shirt and my trouser legs above the knee and then went over the side and down a knotted rope [next to my gun battery] into the sea. [This was like going out a seven-story hotel window] I found the water warm and did not realize I was in the most shark-infested water in the world as I started towards the life raft. I could not always see the life raft due to gentle swells and soon I began to wonder if I had made an mistake as the life raft seemed to be drifting away from me. Nevertheless, I continued on and did eventually reach the life raft but was exhausted and had to wait about five minutes before I had the strength to pull myself into the raft. This empty life raft was made of balsa and could hold twenty men. There were no oars or means of propulsion nor were there any sacks of emergency food or survival gear.

In a very short time I pulled a pilot in a Mae West Jacket aboard as well as three sailors. As we looked back at the Lexington we saw it was afire and there were numerous explosions that sent debris as large as a barn door over our heads.

Soon a gig boat from the destroyer Anderson, full of Lexington survivors, spotted us and came alongside. We asked the coxswain to throw us a line so he could tow us back to the Anderson and he did. Unfortunately, whoever tied the rope to the life raft left a long tail and it immediately tangled in the propeller of the gig boat and now we were both dead in the water. The coxswain went overboard several times to try and cut the tangled line loose, unsuccessfully.

At ten minutes before seven o'clock the destroyer Dewey came by and as it slowly passed us the skipper hollered to us through a bull horn that they could not stop as there were enemy subs in the area and that he would make another turn and come back and we should grab the cargo nets alongside. He did and we did. A member of the crew of the Dewey took each Lexington survivor in hand. A Machinist Mate First Class [MM I/c] by the name of Hussey pulled me aboard and as I was wearing a khaki shirt and trousers he at first thought I was a Navy officer and started taking me to the officers quarters until I told him I was a Marine Corporal at which he said, "after eight years in the navy I have to pull a damn marine out of the water." Nevertheless, he took me to his quarters and graciously gave me some of his clean dry navy clothing, which fit none too well as I was 6' 2" and he was about 5' 9" but we weighed about the same [ 148 pounds] and our waist size was the same, 30 inches. The shoes he gave me were actually leather moccasins that fit fairly well. I immediately took a shower and while I was drying off the ship went into General Quarters and before I could put some clothes on all the hatches were dogged shut not to be opened until we secured from General Quarters. I was trapped below decks and right then made up my mind that if I ever got topside again I would never go below decks again. After we secured from GQ I went topside and was promptly assigned a battle station on the Dewey. [I was assigned to the forward 5" gun mount as a loader] Minutes later we again went into General Quarters as we were told unidentified aircraft had been spotted but we never saw them and we secured from General Quarters.

Rear Admiral Fletcher ordered the destroyer Phelps to sink the Lexington to keep the enemy from knowing she had been abandoned. At four minutes to eight p.m. the Phelps fired two torpedoes into the starboard side of the Lexington and she went down.

Aftermath

Aboard the Dewey we [121 Lexington survivors] learned that we were headed for Noumea, New Caledonia. With all the Lexington survivors aboard the Dewey was crowded. I decided to sleep on deck beneath the torpedo tubes and secured myself with a rope so I would not be washed over the side. That night we were given large cans of fruit and some hard tack bread, usually to a group of four, and we would find a spot to eat.

Our trip to Noumea was fast and uneventful and we arrived on Wednesday, May 13 Ih, and as soon as we tied up to the dock in Noumea we were transferred to cruisers. I was transferred to the cruiser Astoria and when I arrived in the Marine Detachment's quarters I learned that there were two Lexington marines in sickbay, and I went immediately to see who they were. There I found my buddy T.D. Germany [who I last saw with the dead bodies on the flight deck] in a body cast and as he saw me he said, "You SOB, you stole my pipe." I was so happy to see him I offered to return the pipe even though it was my pipe. He refused saying the Doc would not let him smoke. He told me that two sailors on the flight deck about to abandon the ship saw his hand move and saw he was alive so they carried him over to the starboard side and lowered him onto a destroyer. In 1981 1 did present him with that pipe at a reunion in Long Beach, California.

That night the Astoria left Noumea bound for Tongatabu where we arrived on Friday, May 15th, and boarded the troop ships U.S.S. Barnett and U.S.S. Elliott and the wounded were transferred to the hospital ship U.S. S. Solace.

On Monday, May 18th, Task Force 17 together with the Barnett and Elliott departed Tongatabu. The Barnett and Elliott escorted by the cruiser U.S.S. Chester were enroute to the Destroyer Base in San Diego, California, and the U.S.S. Yorktown and remainder of Task Force 17 were enroute to Pearl Harbor for necessary repairs and reorganization in preparation for the Battle of Midway.

On the late afternoon of Tuesday, June 2, 1942, we [Barnett, Elliott and Chester] arrived in San Diego, California. All survivors were ordered to remain below decks while entering San Diego harbor as the U.S. Government had not as yet revealed that the Lexington had been sunk in the Coral Sea Battle. The Battle of Midway was just starting and it was important that the Japanese not know the Lexington would not be available for that battle.

At dark we enlisted personnel disembarked the Barnett and Elliott and marched in columns of four into the Destroyer Base and to the two story dormitories that had been prepared for us. On the way we were observed by navy enlisted men who warned us "you will be sorry" thinking we were new recruits.

Starting on Wednesday, June 3rd, the rehabilitating and outfitting of personnel began and we were informed not to disclose that the Lexington had been sunk or that we were survivors of the Coral Sea Battle.

On Thursday, June 4 th, a number of us were given one day liberty passes even though we had not yet received our uniforms. Most of us were wearing navy dungarees and we were instructed that if we were picked up by the shore patrol to show our liberty pass and to advise that we were in the