After learning that Giraud's Army hasd been ordered to pull back, King Leopold realizes that the Belgian army is faced with a difficult decision. Either it must fall back toward France with the Anglo-French forces or, if the Germans fully exploit their breakthrough at Sedan, it might be driven back to the sea with a small group of Allied forces and compelled to surrender like Holland.

The Dutch city of Utrecht is threatened with destruction, but because of the bombing of Rotterdam previous day, at 4:50pm Gen Winkelman orders his army to stop fighting. The war for the Dutch lasts only 5 days. Their casualties amount to 2,100 dead and 2,700 wounded. Civilian casualties are high because of the unnecessary bombing of Rotterdam. German casualties are not published, but the Luftwaffe loses 525 planes in their campaign against the Dutch. These losses will prove to be critical in Battle of Britain in the coming summer.

The Germans attack the Gembloux Gap again blasting a gap in the Perwez-Marchevolette line. Because of French resistance they are unable to break through in any strength. Prioux has bought Allies time to get into position along the Dyle line. The price paid by his cavalry corps, however, is high. His 2 divisions have been badly mauled. 2/3 of his Hotchkiss tanks have been lost and 1/3 of Somuas. The loss of men in some of his units is as high as a 60%.

Prioux's Cavalry Corps has fallen back all the way to the rear of the fighting line. Because of the severe losses suffered in the past few days, it will have to reorganize and refit.

The main units of the French 1st Army have now made contact with German forces, but in hightly unfavorable conditions. After their long march they have barely formed up and are still without part of their artillery. This is the precarious condition the army is in when it is fiercely and simultaneously attacked by tanks and dive-bombers.

It is in the sectors held by the French 9th and 2nd Armies, however, that the situation is most precarious. The attack launched on the Meuse the day before is reaching its peak. By morning Rommel has gotten 30 tanks of his 25th Panzer Regt across under Col Rotheburg. Col von Bismarck's 7th Rifle Regt is advancing on Onhaye, a town some 2 miles west of the river defended by 4th North African Div. By evening the Germans have taken Onhaye and the 25th Panzer Regt has now advanced 7 miles from Meuse.

The German 32nd Infantry Div, with a few light tanks in support, crosses the Meuse north and south of Givet. After brief defensive fighting, the commander of the French 22nd Div, Gen Bézieres-Lafosse, orders a withdrawal to new position 6 miles to the rear. He is in effect abandoning his whole sector of the riverfront. At 7pm Gen Martin, XI Corps commander, decides to pull back the rest of his battered corps to another 'barrier' line running from Oret in the north through Florennes and then southeast to the Meuse at Vireux. The 18th Div, with remains of the 1st Cavalry Div, will deploy on the northern flank of the new line, the 4th North African Div will be in the center, and 22nd Div the southern flank. In the new position, Martin hopes to reassemble his retreating infantry and launch a counterattack the next day.

Gen A. C. Bruch´'s French 2nd Armored Div is ordered to Signy, about 10 miles west of the Meuse at Charleville-Mézières, to try to stop Reinhardt's panzers. The tanks are being unloaded at the Hirson railway station when the 6th Panzer Div attacks. Reacting to the sight of advancing panzers the train engineerr puts it in reverse and heads west. The German tanks attack those 2nd Armored Div tanks there scattering those that are not destroyed and by the next morning the 2nd Armored Div is spread all over the countryside, out of supplies and with no communication link to the French high command.

By 3:30am Balck's 2nd Battalion has advanced another 2 miles to Chéhéry, while the 1st Battalion has secured nearby La Boulette and the 3rd Battalion emcamps for the night near the St. Quentin farm, about 1-1/2 miles northwest of Bulson. In these positions Balck's regiment is protecting the vulnerable flanks of the 1st Panzer Div's bridgehead. He is in an exposed position, however, which could have been easily severed by an aggressive French counterattack. Advancing on Balck's left is the Grossdeutschland Regiment toward Bulson and Maisoncelle which adds evn greater strength to the shoulders of the bridgehead.

During the morning the 2nd Panzer Div finally has a bridgehead on the southern bank of the Meuse.

Engineers of the 10th Panzer Div are building a bridge on southeastern edge of Sedan which is completed at 5:45am. Engineers of the 2nd Panzer begin bridge building near Donchéry at 8am. Continued French artillery fire in this area causes a delay and this bridge is not completed until 4am 5/14. Operational orders for Guderian's corps for the day are: the 1st Panzer to continue its advance toward Bulson and turn due west toward Rethel with its left flank perpendicular to the Aisne River; the 2nd Panzer is to also turn west and advance toward Poix-Terron, then head southwest toward Rethel; the 10th Panzer is to protect corps' left flank advancing south directly east of Bulson and then toward Stonne. Nehring, Guderian's chief of staff, recognizes the importance of the bridge at Gaulier, and orders all available flak guns to concentrate at the crossing site. The bridge is to be protected not only for the panzers, but also for all important supplies that will be crossing here.

The German pocket north of Dinant is growing. In the shelter of the bridgeheads previously established, the bulk of the German armor is now crossing the river on a bridge at Gaulier put up by German engineers.

Lafontaine's counterattack gets going at 7am. On the left is the 213th Infantry Regt led by the 7th Tank Battalion. They move north from Chémery toward Chéhéry. On their right is the 71st Division's 205th Infantry Regt with the 4th Tank Battalion out front. They begin moving north from Maisoncelle toward Bulson at 7:45am. The 1st Panzer Div's 2nd Panzer Regt began crossing on the Gaulier bridge about 2am. The 1st Battalion had crossed by 8am. It is sent toward Bulson, the 2nd Battalion toward Chémery. By 8:30 the 2nd Battalion's tanks are fighting with the French near Connage, on the Bar River midway between Chémery and Chéhéry. About the same time the 1st Battalion's tanks run into French forces around Bulson. These panzers arrive just ahead of the French counterattack by the French 213th Infantry Regiment and the 7th Tank Battalion.

Just behind the 2nd Panzer Regt, the 1st Panzer Regt crosses the Meuse and moves toward the French positions at Bulson. At Bulson they meet 8 French tanks south of town 7 of which are quickly knocked out by the panzers. Full surprise is achieved by the Germans as they knock out most of the tanks they see. By 9am the counterattack of the French 4th Tank Battalion is over. It fought bravely, but their attack had been in piecemeal fashion without coordinating with the 7th Tank Battalion on its left which resulted in quick decimation by the panzers. Its supporting unit, the 205th Infantry Regt, falls back in disorder.

The result is the same for the 7th Tank Battalion and the 213th Infantry Regiment who are repulsed by the Germans south of Chémery. Here it is German anti-tank guns that stop them rather than the panzers. Doing the damage is the 14th Anti-tank Company of the Grossdeutschland Regiment. The 2nd Panzer Regiment arrives about 8:30 relieving the anti-tank gunners. The Germans move on toward Chémery. The fighting is fierce, but the French are pushed out by 11am. The panzers then hook left to hit the exposed flank of Col Labarthe's 213th Infantry Regiment. The remnants of the regiment fall back to the Mont Dieu Woods about 2 miles further south. In only a few minutes of fighting the 7th Tank Battalion loses about half its personnel and almost three quarters of its vehicles.

As dawn breaks the French 71st Infantry Division is still effectively blocking the advance of the 10th Panzer Division. At 6:30am Gen Baudet, commander of the 71st, receives a call from X Corps Headquarters reporting German tanks in Chaumont, 2 miles north of Bulson. He is then ordered to form a defensive loop facing west and prepare to counterattack with an infantry regiment and a tank battalion. 10 minutess later he receives another call reporting tanks are already in Bulson and Gen Lafontaine is evacuating his command post. Baudet decides to move his command post 7 miles to the rear. News of this change spreads quickly and starts another panic-driven flight. By 1400 no one is left in position. By nightfall the only intact division of the X Corps, the 3rd North African, is transferred by Huntziger to the XVIII Corps which is deployed to the east of Grandsard's. Remnants of X Corps are transferred to a newly constituted XXI Corps, which with the 3rd Armored and 3rd Motorized Divisions are preparing to launch a counterattack against the German bridgehead at Sedan.

By early afternoon it is obvious to Guderian that the French front before Sedan is collapsing. Driving to the 1st Panzer Division's headquarters, he asks if it is possible for Gen Friedrich Kirchner to head west. Guderian assures him to not worry about his flank but to continue driving west. Guderian issues order for his entire corps to head west with the objective being Rethel, a town on the Aisne River 32 miles southwest of Sedan. Its capture will rupture the line between French 2nd and 9th Armies and open the way to Paris, a little more than 100 miles away or to the English Channel, 50 miles further west. Later in the afternoon, the 1st and 2nd Panzer Divisions cross the Bar River and the Ardennes Canal and turn slightly southwest. Guderian hears that French tanks are moving toward Stonne, a village just southeast of the Mont Dieu Woods. He decides to retain the 10th Panzer Division and the Grossdeutschland Regiment to defend his southern flank until additional infantry can be brought up. At first von Kleist wants to stop Guderian's advance until the XIV Corps could come up, but Guderian argues they would lose element of surprise. Guderian is granted he can continue for 24 more hours.

Alerted by Gen Gamelin, who names the crossings at Sedan and Dinant as priority targets, the French air force now intervenes forcefully. 'The tragedy was,' writes Col de Bardies, 'that it was too weak and consisted mainly of out-of-date planes. Yet there was still only one bridge in service at the time. The air force attacked it all day long... We lost more than 40 planes.'

French as well as British fliers respond to the request to knock out Gaulier bridge. 170 French and British bombers with fighter escort fly into the Sedan valley. The Germans have all available aircraft in the area to protect it as well as some 200 AA guns. The fight goes on all day. The British lose 45 bombers ant the French 5, but the Gaulier bridge remains intact.

The British Advanced Air Striking Force (the strength of which having just been raised to 250 planes at Air Marshal Barratt's request) takes part in the raid and also suffers heavily. Of 6 Fairey Battles that attack the German bridge builders, all are lost. Not far away 60 British bombers raid some enemy columns that have crossed the Meuse, but 35 planes are lost. A harsh lesson, which the British are not to forget.

Meanwhile, on the ground Corap's army has been hit hard and looks less and less like a disciplined force. The Luftwaffe hits the command posts, scours the roads and, bombs the intersections, making it very difficult for reinforcements to be brought up. Communications in the area are totally disorganized. The withdrawal soon takes on the appearance of a rout. The infantry shuns open country. The artillery is paralyzed as most of the horses have been killed by machine gun fire from low-flying Luftwaffe aircraft. The guns are immobilized and can not be trained on any targets. Trucks loaded with men from all services are hurrying from the front.

At noon the French 1st Armored Division, which on May 12th had been transported by train to a point east of Charleroi, is ordered to get ready to go into action in the Dinant area. At 1pm the division is ordered to Florennes, 10 miles west of Rommel's lead pzrs. By evening the lead tanks begin arriving in vicinity of Rommel's Meuse bridgehead. It had taken 7 hrs to make the 20-mile trip from Charleroi, mainly because roads cluttered with fleeing soldiers and civilians. Many tanks are out of gas and the fuel trucks are far behind. The tanks are a little north of Flavion, about 4 miles west of German bridgehead, but there is no supporting infantry in sight. The 28th Battalion faces east a little north of the village; the 37th Battalion to the left of the 28th facing south. Both battalions are partly concealed by woods. Some are out of fuel, others with just a little awaiting the fuel trucks.

The 5th Light Cavalry Division, which suffered badly in the Ardennes, is annihilated. Touchon's 6th Army is summoned to the rescue around noon, but there is no way any of his units can arrive in time. The day is over before its forward units reach the battle line.

At 6am the tanks of the 3rd Armored Division begin to arrive at Le Chesne, 9 miles from the front. They are out of gas and are having to wait for their fuel trucks to come up. Flavigny orders the division commander, Gen Antoine Brocard, to coordinate with the 3rd Motorized for a counterattack and to begin the assault at 4pm. At 3:30 Flavigny postpones the attack until the next day. The 1st and 2nd Panzer Divisions had just turned to the west causing panick among the 55th Division's soldiers who are retreating thru Flavigny;s units. He seeks to ensure the safety of 2nd Army's second defense line. To accomplish this he disperses the 3rd Armored Division's tanks over a 12-mile front to block every road down which a German tank might come. In effect, he ruins any possibilty of conducting a counterattack the next day.

In the evening the defense of the Bar caves in. To retain a coherent army, Gen Huntziger is forced to pull back, but he is not sure which direction would be best. By retiring, he risks exposing either the Paris area or the northern flank of the Maginot Line. He telephones Supreme Headquarters for instructions, but receives no answer. A few hours later Gen Georges, whom he has again approached, tells him, 'Do the best you can.' At this, the Commander of the 2nd Army withdraws westward to the Chesne and the Stonne hills, while keeping his right flank, which will form a pivot, hinged to the Maginot Line.

Gen Huntziger has opened one leaf of the door to avoid being swept away. Gen Corap, after resisting on the first line, now opens the other. At 1:30a.m. following a telephone conversation with Gen Billotte, Corap decides to abandon the entire stretch of the Meuse north of Sedan and make a stand along the line Rocroi-Signy l'Abbaye-Omont. In other words he is falling back to the prearranged second position. 'Now this,' writes Bardies, 'existed only on paper. It was completely unmanned; the army corps that was going to pull back on the right of Corap's army - the XLI Corps - was a fortress unit, quite unable to maneuver. In short, the order could not be carried out.' To the ten-mile gap that the Germans have achieved at the expense of Huntziger's 2nd Army is now added a breach some 30 miles wide in the sector held until now by Corap's 9th Army. 7 of the Wehrmacht's 10 Panzer divisions strike out towards the Channel ports via Péronne and Cambrai, with Rommel's 7th Panzer Div at their head.

This is the beginning of the formation of the 'German pocket' that will cut the Allied forces in two. From this point forward the Allied units fighting in Flanders are threatened with encirclement. The order for a general withdrawal should have been given at this time, but. the French High Command, however, fails to see the intent of the German General Staff and underestimates the strategic significance of events on the Meuse front. In fact, it is not aware of all that has taken place there. It will be another 48 hours before the 1st Group of Armies is ordered to pull back, and by then it is too late to save them from the trap closing about them. 'It is no exaggeration to say that we lost the war that day.' writes Kammerer.

At 730pm Gen Huntziger reports to Gen Georges that the enemy has been stopped and is sealed off between Ardennes Canal and the Meuse. In fact, the 1st and 2nd Panzer Divisions were moving west and the 10th Panzer was advancing on Stonne. Georges is not happy with the news. He had expected a counterattack with the 3rd Armored and told Huntziger to do so the next day.