Rotterdam is in chaos as it seems the whole city is burning. Huge clouds of smoke restrict visibility. German airborne troops, under the command of Gen Student, are hindered in their advance on the city by fires and debris from previous air attacks. Student continues to call on the Luftwaffe, however, each time he runs into pockets of resistance where his paratroops are being held up.

By noon Student, having been badly wounded and immobilized, receives the city's surrender. Since communications with the German GHQ have been cut, he gives orders for fires to be lit on the island in the Maas to call off the air attack that he has just requested. These fires are the pre-arranged signal between him and Gen Kesselring to let the air crews know that the city has surrendered.

As negotiations for a Dutch surrender were ongoing, the bomber formations summoned by Student have taken off. When they are about ten miles from Rotterdam they split up into two groups. The left-hand group spots the signal fires on the island and turns back. The right-hand group, however, fails to see them because of the poor visibility and severely bombs the town after it has surrendered. 158 500-pound and 1150 100-pound bombs hit the city. About 900 people are killed, several thousand injured and 78,000 are left homeless. The worst damage comes from not having modern fire-fighting equipment to handle big fires. At 5pm surrender documents are signed, but fighting continues in different areas around the city. With the surrender of Rotterdam, however, the German High Command regard operations in Holland as being virtually over.

Giraud's 7th Army, occupying the line Berg-op-Zoom-Turnhout Canal, is again seriously exposed. At 12:15pm, to slow down the enemy's advance in this sector, Gen Gamelin sends the following message to Gen Lelong, French military attaché in London, and to the British Mission:

The advanced guard of our army on the left, which had been thrusting toward Breda, was unable to make a stand as a result of the intervention of a German armored division, which makes it difficult for us to embark on an action against the bridges between Breda and Dordrecht (20 kilometers south of Rotterdam). I think it would now be as well for the RAF to attack these bridges and, if possible, destroy them.

At the same time Air Marshal Barratt, commander of the Advanced Air Striking Force, finding his resources inadequate, asks for five more fighter squadrons to be flown out from England. His request is backed by Lord Gort and Gen Gamelin. The reinforcements are granted, but will be far from adequate to do the job. Just a few dozen planes are sent when what is needed is every available aircraft to try to bring relief from the Luftwaffe attacks.

The original plan had required Allied forces to establish themselves along the line of the Dyle by May 15th. On May 11th Gen Billotte had stipulated that they should probably be there 24 hours sooner. The maneuver, hastily carried out, is completed during the course of this day. A series of forced marches - some of them at the expense of artillery, which is not able not keep up - brings one unit after another into position during the day. The 1st Moroccan Division likewise takes its place in the line that day, but the men are exhausted. In the last stage of their journey they cover over forty miles. Contrary to expectation, the Luftwaffe makes little attempt to impede these movements.

Germans continue attacking Prioux's position slowly pushing his center back. Prioux orders his troops to fall back to the Perwez-Marchevolette line, a 10-mile wide Belgian anti-tank obstacle less than 9 miles in front of the line occupied by French 1st Army. Prioux's 3rd Cavalry Div has lost 75 of its 140 Hotchkiss tanks and 30 of its 80 Somuas. In the fighting here the 4th Panzer Div, however, suffers similarly losing 164 tanks.

At 3:30pm the general commanding the 3rd Light Mechanized Division, which is in the van, reports that the withdrawal of his forces is urgent in view of the pressure of the enemy attack. At this point, though still trying to slow down the enemy's advance especially in the St Trond area, Gen Prioux's Cavalry Corps is falling back on to the 1st Army's outposts. Subjected to dive-bombing and pressured by the German armor, the Cavalry Corps reaches the Cointet defenses. Gaps have been created in the defensive positions but, unfortunately, the placing of the gaps has not been communicated to the corps commanders in sufficient detail. Many units do not manage to find them. They are trapped in the barbed wire of their own defenses. A number of them are simultaneously decimated by the Panzers' fire and the explosion of Allied anti-tank mines. Unfortunately later on, when the Germans reach the defensive position, it is daylight and having no great difficulty in finding the gaps in the defenses, they make their way through them without much loss.

After sweeping aside the Belgian troops and the Cavalry Corps, the German forces bear down on the French 1st Army which is going to bear the brunt of the German attack. It will have to be received 'without any thought of withdrawal'. The objective of the 1st Army, as laid down in Personal and Secret Instruction No. 9 (dated March 20th, 1940), is to 'shatter the enemy's effort against the Wavre-Namur position'.

During the night of May 12th-13th the German columns lining the Meuse prepare themselves for attack. The attack will be made with a total of 7 armored divisions supported by the combined action of 3 air fleets. This powerful attack is to be delivered at the junction of Corap's 9th Army and Huntziger's 2nd Army. The initial thrust is made in the north. At 1am the Germans hurl themselves at the river. At Dinant Rommel organizes panzer and artillery support to cover the crossing by 7th Rifle Regt. Under this covering fire the crossing gets under way and engineers start construction of pontoon bridge to get the tanks across. The 7th Panzer Division, under Rommel, crosses the water with the 5th Panzer Div under Gen von Hartlieb on its right. The French battalion defending the Meuse at Houx is surprised by the sudden appearance of such a powerful force. The German troops scramble up the western bank and settle in. A link in the 9th Army line is broken. The gap will grow larger throughout the day. The German forces cross the Meuse in seemingly unending streams to reinforce the established bridgehead.

South of Dinant, the Meuse is also crossed apparently without much fighting. Here again, small groups of men swarm across to the French-held bank at dawn. They use rubber dinghies or rowing-boats or bundles of straw and some even swim. In very little time the nucleus defensive groups are encircled, besieged, and overcome.

At 1am Gen Boucher, CO of the French 5th Motorized Infantry Div learns that the Germans have crossed the Meuse and have taken the Wastia Heights opposite Houx. Gen Martin, XI Corps CO, decides to counterattack. During the evening the 39th Infantry Regt supported by a squadron of tanks and 3 artillery units are ordered to clear the Surinvaux Wood in the German bridgehead near the Wastia Heights and drive Germans back into the Meuse. At 8pm the French tanks attack, but their infantry support has not yet arrived. The French tanks quickly clear the crest of Germans, but without infantry they are unable to hold the reclaimed territory. Fearing a German counterattack in the dark, the tanks are withdrawn and the heights are immediately reoccupied by Germans.

Alarmed by the successful German crossings of the Meuse at Houx and Dinant, Gen Georges orders Gen Billotte to drive the Germans back into the Meuse. Georges provides Billotte with Gen Bruneau's 1st Armored Div. It has only 150 tanks to Rommel's 225, but it is still a strong division. The 1st Armored Div arrives early on the 13th at Charleroi, only 23 miles from where Rommel's bridgehead is across the Meuse.

In the early afternoon the Germans establish a strong bridgehead in Monthermé. The bulk of their effort, however, is made farther south, at Sedan. Having to travel through the Ardennes behind Guderian's corps and Rommel's division, Reinhardt's 2 panzer divisions do not reach the Meuse until the afternoon, a day later than Rommel and at Monthermé, 45 miles south of Dinant. Along this stretch of the Meuse Corap has deployed 2 divisions. The first, the 102nd Fortress Div is at Monthermé, and farther upstream is the 61st Div, made up entirely of reservists.

At 3pm the 3rd Battalion, 4th Panzer Regt, 6th Panzer Div arrives on the heights overlooking Monthermé. This unit is ordered to seize a crossing over the river and establish a bridgehead by 4 o'clock. There are no French in sight and the town seems deserted. As the Germans put their first rubber boats in water machine-gun fire opens up. Fire from the panzers quickly silences the gun as a second assault team enters the water. They cross the river and make for the crest of the ridge splitting the town. After dark repairs are made to the metal girder bridge which had only been partially destroyed by the French a little bit upstream. Soon infantry are using it to cross. After crossing they are immediately pinned down by French gunfire. The French bunkers at the river's edge are reduced by flamethrowers. The defenders pull back to the heights at the base of the Monthermé peninsula. French artillery continue to pound the German positions. The Germans can not dislodge the 102nd Fortress Div from the heights above the town. Because of the French artillery fire, the German tanks can not cross. Here the Germans dig in for the night.

In the early hours of the morning Gen Guderian, commander of the XIX Panzer Corps, receives the following order:

H.Q., A Group

The Meuse will be stormed between Monthermé and Sedan by von Kleist's armored group. Nearly all air strength will be engaged. It will pound the French defenses for eight hours.

Normal preliminary shelling is replaced by the violent bombing from the Luftwaffe. The aerial bombardment of the French positions at Sedan begins at noon. The air assault lasts for 4 hours. Involved in the attack are 200 Stuka dive-bombers and 310 Dornier-17 level bombers escorted by 200 fighters. The Stukas come in waves of about 40 planes each. Then the Dorniers come in, followed by more Stukas. This kind of bombardment was to Guderian's liking. It kept the French gunners pinned down while he could get some troops across. Allied air support was almost non-existant in this area due to the French planes being giving different priorities and British worn down after 3 days of intense fighting. The French are not used to this form of attack. The Stukas make a diabolical noise as they dive to attack and almost literally place their bombs on the targets. The defenders have the impression that the plane is about to come down on top of them. What is especially taxing on their nerves is the fact that this new-style attack lasts from several hours until 4pm. 'Throughout this period,' notes Col de Bardies, 'the sky was empty of French planes. The soldier felt that he had been abandoned.'

Gen Grandsard orders X Corps' 7th Tank Bn to attack German bridgehead. In support would be the 213th Inf Regt. They are to move from Chémery north toward Cheveuges. Support on their right flank would come form 4th Tank Bn and the 205th Inf Regt, which are directed to move from Maisoncelle toward Bulson and then toward the German positions near the Meuse. The counterattack is set to begin at 3pm under the overall command of Gen Lafontaine. There is a problem in that the units to be involved in the attack are moving to slow to be in position in time. As a result, the start time is postponed until after nightfall. It will actually be 5/14 before it begins.

Guderian's artillery opens up at 3:30 for about 30 mins. Under the cover of a thick blanket of smoke, the Germans move their guns down to the very edge of the river and fire point-blank into the French bunkers and the gun emplacements barely 100 yds away. Many of the guns are knocked out and the crews flee, but many remain determined to fight. At 4:50pm the Grossdeutschland's 2nd Bn crosses the river and spreads out through the village of Glaire. Stunned from the bombardment, the French defenders are quickly overcome by the Germans who appear to them so suddenly. Gunfire from the neighboring towns of Torcy and Les Forges hold the Germans momentarily until this resistance can be overcome by soldiers of the German 1st Inf Regt, which had crossed the Meuse just east of where the Grossdeutschland Regt had crossed. Lt-Col Herman Balck's 1st Inf Regt began crossing about 3pm in rubber boats. They had an easier time of it than did the Grossdeutschland Regt. Either the French positions had been silenced by the bombardment or too stunned to offer effective resistance. The French bunkers are soon silenced. Balck's men begin advancing toward their next objective, 2nd line of French bunkers, which runs from the northwestern slope of Hill 247 (located between the towns of Frénois and Wadelincourt) through the town of Frénois and then to the road junction at Bellevue.

Balck's men quickly follow the French to their next line and soon overcome them while finding many of them already abandoned. A few of the blockhouses resist as best they can but are quickly overcome. The Germans are now in control of the road leading south through the second line of Sedan's defenses. They also have shut off the covering fire this position had poured upon the 2nd Panzer Div holding up its crossing at Donchéry. Balck keeps pushing his men to continue the attack, since French resistance is almost nonexistent. By midnight, they wae at a point just south of Cheveuges, near the southern edge of Marfée Woods almost 5 miles from where they had crossed 8 hours earlier.

The 10th Panzer has a much tougher time reaching the Meuse at Bazeilles, a half-mile upstream from Sedan. The infantry has to cross flat, open terrain that leads to the water's edge. French machine gunners nestled in bunkers undamaged from the bombardments hit the assault forces hard and pin them down. Only 2 of the first 50 rafts manage to survive the crossing. Those that did cross are from the 48th Engineer Bn and they manage to knock out several bunkers which creates a gap in the defense line about 100 yards wide. More assault engineers make it across and soon a gap is made in the second line of French bunkers. By nightfall, the engineers have reached their primary objective, the heights above Wadelincourt. By midnight infantry of the 10th Panzer advance up the eastern slope of the Marfée Woods. The rest of the night is spent clearing out the French artillery batterys and machine-gun nests in the woods area. Although the first waves of assault troops suffered heavy casualties, the Germans keep pouring in fresh troops into the breaches, keeping the pressure on, and never giving the French defenders time to react.

Because of the poor roads it was assigned in the Ardennes, the 2nd Panzer Div does not reach the river at Donchéry, 2 miles west of Sedan, until later in the afternoon. Only a reconnaissance battalion and a motorcycle battalion and the division's heavy artillery are available to cross, but they are stopped from crossing by flanking fire from French guns deployed across the river in Bellevue, Glaire and Villette. The panzers are brought up to return fire. This battle goes on the rest of the day and no assault troops can make it across. About 10pm one raft makes it across largely due to some help from Balck's 1st Infantry Regt. They have been moving westward along the southern bank of the river and knocking out bunkers that had been firing on the 2nd Panzer.

At 6pm, about 3 hourrs after the Germans began crossing the Meuse, Gen Lafontaine, CO French 55th Inf Div, at his Command Post at Fond-Dagot, 5 miles south of Sedan, analyzes the situation. The German aerial bombardment has stopped, he establishes liaison with Corap's 53rd Infantry Div on his left flank. The Germans seemed to have been checked in Marfée Woods area. Soon a panicked soldier comes down the road from Bulson saying the tanks are there. More men begin streaming past. They are from the 285th Infantry Regt and the 147th Fortress Regt, who were charged with the defense at Frénois. Nothing can stop the men from fleeing. Lafontaine blames the panic on the fact that the men are reservists and have not been in combat before. Also unsettling to the men, was the decision made by Lafontaine to move his command post to Chémery, leading the men to think they had been abandoned by their officers.

At dusk Guderian worries that he has no tanks and little artillery on the far side of the river. During the evening engineers construct a 16-ton bridge, which is completed at 2am.

At 4pm the attack on Sedan begins in the presence of Gen von Rundstedt. The German infantry cross the Meuse on either side of the town. They succeed in gaining footholds on the far bank, at Glaire and north of Bazeilles.

The French 55th and 71st Divisions, which are defending in this area bear the brunt of these attacks. These two divisions are B-class units made up of elderly reservists without much training and in poor physical condition. They do not have half their intended number of anti-tank weapons which in itself is inadequate. In addition, they are spread thin along broad fronts, each about 10 miles wide. Disposed in depth, they have few men actually posted along the Meuse and the steepness of the banks make it impossible for more than a third of the guns to cover the river. In the late afternoon the position of the 55th Division in front of Sedan is completely overrun. Gen Guderian, who crosses the Meuse in a dinghy, determines that the first line of defense has been pierced and that his own losses have been slight. As a result, he begins to send over the tanks.

At 6pm Gen Huntziker orders French XXI Corps to prepare to attack with 3rd Motorized, 3rd Armored and 5th Light Cavalry Divs under the command of Gen Flavigny. He is to move to the southern edge of the Mont Dieu Woods near Stonne and attack toward Sedan at noon the next day. This will enable them to take advantage of any gains Lafontaine's attack had made earlier in the day. Flavigny's units, however, are not all up yet. Only the 3rd Motorized is up to strength with men and equipment. The 5th Light Cavalry has suffered significant losses in the Ardennes and the 3rd Armored, having just formed 6 weeks earlier, is in need training and the necessary equipment.

By 8pm the Germans have established a bridgehead about 3 miles wide and 4 miles deep. Light armored units and anti-tank artillery, which have crossed the Meuse on rafts, advance freely toward Rethel. After clearing the Bar valley, the Germans then come up behind the detachments of Corap's Army which are defending the Meuse south of Mézières.

At 10pm Gen Billotte calls Gen d'Astier, commanding the French air force units on the 1st Army Group's front, telling him the situation at Sedan is perilous. He tells him the bridges must be destroyed there as soon as possible, that night if possible.

It is in the Sapogne area, at the conjuncton of the 9th and 2nd Armies, that the situation is most critical. Artillery formations, attacked unexpectedly, begin to fall back with supply lorries. At 9pm the extreme left flank of Huntziger's Army starts to fall back. The breach made by the Germans begins growing dangerously large. The entire disposition of forces planned by Gen Gamelin is in peril. 'By the evening of May 13th', writes Pertinax, 'it was impossible to shut one's eyes to the fact that the house of cards had been undermined and was about to fall flat on the table.'