By midnight the greater part of BEF has mangaged to make it back to the relative safety of the Dunkirk perimeter. They take up positions behind the high banks of the surrounding canals. The British 46th, 42nd, 1st, 50th, 3rd, and 4th Infantry Divs, in that order, move into a line extending from Bergues to Nieuport. They are assisted by the French 60th Div, deployed around Nieuport, the 2nd Light Mechanized Div, near Furnes; and the remains of the 32nd and 12th Infantry Divisions as well as the Cavalry Corps between Furnes and Bergues.

After taking on 640 British soldiers the destroyer Wakeful heads for England along the northerly Route Y. About 12:45 near Kwinte Whistle Buoy off Ostend, where British ships from Dunkirk turn west for Englans, Lt Wilhelm Zimmermann, Captain of the torpedo boat Schnellboot-30 spots the destroyer and fires 2 torpedoes. Cmdr Ralph Lindsay Fisher turns to avoid the torpedoes, manages to evade the first but not the second. It hits the Wakeful and cracks it in half. She begins sinking in about 15 seconds. Passengers deep within the ship never had a chance. Only 1 soldier and some sailors on deck survive. It is the greatest single loss of men during the evacuation. 2 small drifters come by shortly after; 6 survivors are picked up by the Nautilus and 16 more, including Cmdr Fisher, are rescued by the Comfort. Several other ships search the area looking for more survivors, but there are no more. With ships huddled around in the search they became vulnerable to another attack. Fisher warns them that the attacker could still be in the area. Several of the ships move on, but a torpedo from U-62 hits the destroyer Grafton's wardroom, killing some 35 army officers. The Comfort is nearly swamped by the torpedo that hit the Grafton. All her on-deck crewmen including Cmdr Fisher are washed overboard. The Comfort's engine is jammed at full speed ahead and begins an ever-widening circle. Other ships open fire on her thinking she might be a German torpedo boat. Gunners on both the minesweeper Lydd and the sinking Grafton open fire knocking out Comfort's enging stopping her dead in the water. The Lydd rams the ship cutting her in half as Cmdr Fisher is trying to climb back on board. Back into the water goes Fisher until he is picked up by a Norwegian freighter, the Hird, around 5:15am. Shortly before dawn the railway steamer Malines appears alongside the Grafton and begins taking on survivors. After the men embark and Malines has moved off a considerable distance, the destroyer Ivanhoe now on the scene puts two shells into Grafton's heavily listing hull. She sinks carrying with her a load of unknown dead.

About 9am a telegram from Gen Blanchard reaches French GHQ in Vincennes. The Commander of the 1st Group of Armies informs Gen Weygand that despite his protestations Lord Gort has decided to take the withdrawal of his army to Dunkirk entirely into his own hands, with the result that the flank of the French 1st Army will find itself utterly exposed. Gen Weygand at once telephones M. Baudouin and asks the Cabinet to protest to the British War Office.

In the course of the morning the Germans enter Gravelines and capture Les Cats hill which dominates the entire Flemish plain. The French units operating in the area are now encircled. The bulk of the 1st Army, including the IV and V Corps, is unable to cross the Lys and reach Dunkirk. Its commander, Gen Prioux, has remained at his post throughout the retreat, in the rearguard with the general commanding the IV Corps. Both men, together with their staffs, are taken prisoner by a German armored detachment at Steenwerck, on the Lys.

The rest of the troops are still fighting desperately in the Lille area. Their fine stand immobilizes the greater part of von Reichenau's army and is to gain extra time for the units moving into Dunkirk harbor.

At 10am Brauchitsch, with Hitler's permission, orders the panzers out of the battle. Gen Gustav von Wietersheim's motorized infantry will take over Guderian's front. Guderian had previously recommended that the marshy area was too soft for tanks and the job should be handed over to the infantry.

There are still 10 German infantry divisions to contend with. About noon Fort Philippe falls to the Germans and the port of Gravelines follows soon after. On the eastern side of the perimeter, the German 56th Infantry Div is attacking Furnes. About 3:30pm German the 25th Bicycle Squadron collides with a French column trying to cross into the perimeter. Most of French column surrenders including 2 tanks, but the town of Furnes iss barricaded and does not surrender.

About 3pm the wind shifts toward the north and clears the smoke that has covered the port all morning. Conditiona are ideal for Luftwaffe attacks. They strike in 4 separate waves between 3:30 and 8pm. The first attack is by 12 bombers which drop 20-30 bombs on the harbor; all miss. The trawler Polly Johnson is severely damaged by a near-miss. The 2nd wave comes at 3:50 with dive-bombers dropping salvos of 4 bombs each. Near-misses severely damage the destroyer Jaguar ripping a hole near her waterline and knocking out her engines and steering gear. She begins listing to port, and drifts helplessly until 4:45 when she almost strikes a wreck only 50 yards away. She is saved by the destroyer Express which moves alongside and nudges her away from the wreck. The Jaguar manages to limp back to Dover but is too badly damaged for further use in the evacuation. The 3rd air attack comes at 5:50, as waves of bombers drop about 100 bombs. The RAF is over Dunkirk at the time but are kept busy by Me-109s flying cover for the bombers. A near-miss on the destroyer Grenade blows a hole in her hull, but 2 others hit knocking out her engines and setting her on fire. Some of her crew escape to the Polly Johnson nearby, but the burning ship begins drifting toward 5 trawlers. One of them, the John Cattling manages to pull the Grenade clear of the other ships and guides her into an empty slip just to the west of the main channel. She burns fiercely for a few hours before blowing up. A little later, the Polly Johnson leaking badly and with a damaged engine, is abandoned. Her crew and troops are transferred to the Arley before that ship turns its guns on the Polly Johnson sinking her. About 6pm the Crested Eagle manages to get away from the east mole and is soon hit by 4 bombs which sets her ablaze and out of control. About 200 survivors swimming for shore are strafed by German planes which also bomb ships coming to the rescue. Some of the survivors are picked up by the minesweepers Hebe and Lydd. The 4th wave air attack starts about 6:30 and ends at 8pm. They concentrate on ships returning to England as well as those off Bray Beach. During this phase the destroyer Saladin is attacked 10 times. Her engine room badly damaged by a near-miss. She returns to Dover and takes no further part in the operation. During this day 3 destroyer are sunk - Wakeful, Grafton and Grenade and 6 more badly damaged. Fortunately none sink in the vital channel through Dunkirk harbor.

In the Abbeville sector Gen de Gaulle resumes his attack at 4am. His remaining tanks cross the Rouen-Abbeville highway and hold up two successive German counterattacks from the direction of Mont-Caubert. The 4th Battalion of Chaseurs moves out toward Villers wood and Bienfay, while the 3rd Cuirassiers and the 1st Battalion of the 7th Dragoons reach the top of the hills overlooking the Somme.

By evening the French have taken a number of prisoners and the German units have suffered badly. No substantial inroads, however, have been made in their positions, whereas the 4th Armored Division has literally worn itself out. Its commander will ask it to make a further effort next day.

Lord Gort decides that the embarking operations are not going quickly enough. He complains to Adm Abrial. The commander of the maritime front and the leader of the BEF obviously do not understand each other. Afterward Lord Gort writes: 'Adm Abrial had apparently received no orders from his government that the whole of the British troops were to be embarked and he professed great surprise when he heard of my intentions...'

Deeply dissatisfied, Lort Gort drives to Dunkirk harbor so that he can personally direct the embarkation of the BEF. Some French troops had heard in Enguinegate the day before that the British ships will take as many French as English soldiers. They therefore stand by ready to board the vessels.

Visibly exasperated by the confusion all around him, Lord Gort categorically refuses to accept them. The French insist. Determined to obey their leader's instructions to the letter, some British sailors are throwing French soldiers back into the sea. Lord Gort informs the War Office of the incident. In the end he allocates 2 ships to the French. A few hours later London sends him orders to embark British and French in equal proportions.

It is not until afternoon that Adm Abrial is informed by Gort that the BEF was pulling out. He had thought they were evacuating rear area troops to set up defensive positions in the area to continue to fight. When informed about the BEF, he requests that he receive clarification from their respective governments. Gort is surprised to learn from London that British and French are to be taken off in equal numbers.

The situation is deteriorating rapidly. Dunkirk is now under fire from German artillery which is adding to the devastation already caused by the Luftwaffe.

300 French warships and merchant ships take part in the evacuation. The 2nd Destroyer Flotilla loses all its vessels, including the gallant Sirocco. The little mine-sweepers have possibly the hardest task of all. As swiftly as the Luftwaffe lays mines, the sweepers blow them up, with bombs falling and machine-guns chattering 20 yards away. More than 15 fail to return.

The evacuation is screened from attacks by surface craft by light British ships and 2 French destroyers, the Epervier and the Léopard which are too heavy to go to Dunkirk.

Lord Gort sends out an urgent call for help from the RAF and he soon gets it. Spitfires manage to hold off some of the enemy attacks. In spite of circumstances, the embarkations are never halted. From this point forward, however, they take place only at night as daily operations proving to be too suicidal.

About 7pm Ramsay receives news from a naval shore party officer based at De Panne, Cmdr J. S. Dove, that Dunkirk's harbor is blocked by sunken ships. The report, however, is false. The harbor is littered with wreckage and dotted with burning ships but not blocked. The mole is still usable. Ramsay has no way to confirm this report. As a result, he orders all ships to avoid the harbor. During the night only 5 small ships enter the harbor where more men could have been evacuated had it been known. It would be over 2 days later before results of false report are overcome.

Enemy pressure grows more intense by the hour. By evening the bridgehead is only 15 miles wide and 10 miles deep and it is constantly being pounded by German artillery.

Hitler calls a meeting of the Commander-in-Chief of the right wing of the German armies. Kesselring writes:

He spoke with measured gravity, mentioning his fears of a powerful flanking attack by the bulk of the French forces, which would necessitate a speedy regrouping of our mechanized units. He drew a sober picture of the situation. We left the meeting with easy minds and with the feeling that he had devoted a great deal of care to the preparation of the operations ahead and that he was anticipating difficulties that we ourselves, enlightened by our own experience of the French and by our own military showings, did not expect in such measure.

Even before the fate of Dunkirk was sealed, and even before Lille had fallen, and while the remnants of the 1st Army are still making a stand in the town, Hitler is preparing for the second phase of the battle.