Trapped against the Channel coast, Gen Ihler's troops have been fighting all night under shelling from the German batteries up on the cliffs surrounding Saint-Valery-en-Caux. At 6:30am Rommel drives to those sectors along the front where the Chasseurs Alpins have made several attempts to break through. As he drives through the fields he can see his own formations firmly entrenched on all sides.

By noon Saint-Valery is in flames. The German armor comes rumbling into the town. The tanks advance slowly, yard by yard, their guns pointing eastward, past the lines of vehicles parked on one side of the harbor. Fires are raging on the far side of the town. Military equipment, including a large number of trucks, is piling up on the quays. The British are surrendering in increasing numbers. 'The town hall and many of the houses round it had been burnt out or were still burning,' wrote Rommel. 'The barricades that the French had erected with guns and lorries had likewise felt the weight of our gunfire. British and French troops were now pouring into the market place from all sides. There they were formed into columns and promptly marched westward. Our infantry cleaned up the town, street by street, house by house.'

Gen Ihler is taken prisoner. He asks to speak to the German commander, and states that he is prepared to capitulate on behalf of his troops since they have used up all their ammunition.

The German artillery is ordered to cease fire. In the next few hours a dozen generals, including 4 division commanders, are taken prisoner and brought before Rommel. Among them are Gen Fortune and the commander of 4 French Divisions. 'We were particularly surprised at the phlegmatic manner in which the British officers accepted their fate,' wrote Rommel. 'The General [Fortune} and his staff officers walked laughingly back and forth outside the house where they had been assembled.'

12,000 men, including 8,000 British, are driven off in the vehicles of the 7th Panzer Division alone. The total number of prisoners captured at Saint-Valery is put at 46,000. Equipment seized amounts to 58 tanks, 56 guns, 17 anti-aircraft guns, 22 anti-tank guns, 368 machine guns, 3,550 rifles and 1,133 trucks.

About 8pm Rommel returns to his headquarters in the château at Auberville. That evening he writes to his wife:

The battle is over here. One corps commander and four divisional commanders reported to me in Saint-Valery market place. They had been compelled to surrender by my division. Wonderful moments!

It must be pointed out, however, that this success is not wholly due to the activities of the 7th Panzer Division. Rommel had received considerable assistance from the 2nd Motorized Infantry Division in the south and from Gen von Hartlieb's 5th Panzer Division in the south. Von Hartlieb had attacked in the direction of Veules-les-Roses.

Meanwhile the 5th Panzer Division, forming part of Hoth's Panzer Corps, has progressed beyond Évreux and is now surging toward Dreux and Chartres. Altmayer's 10th Army has been all but annihilated and the move to outflank Paris from the south is taking shape.

In the east von Kleist's panzer divisions are streaming toward Saint-Dizier and Troyes. The troops of von Rundstedt's Army Group have crossed the Marne at Château-Thierry and Châlons, after swamping the Allied defense in the Champagne hills. All French units stationed in and around the fortified sector are threatened with encirclement.

Gen Weygand therefore instructs Gen Georges to carry out the order for general withdrawal issued the day before. Details of its execution are set out in Gen Georges's Plan des maneuvre No 2026 3/OP. The armies are to pull back to the general line Caen-Alençcon-Loire (between Tours and Briare) -Le Morvan-Côte d'or-Dôle-Champagnole-Les Rousses. Under the formidable weight of the whole German army, now surging southward with little but the Loire to halt its progress, no other solution is possible. The whole front has been broken, from the Channel to the Meuse. Only one thing matters any more: to salvage whatever can be salvaged.

'The orders were straight out of a textbook,' writes Bardies. 'They provided for a withdrawal along five successive lines of retreat - R1, R2, R3, R4, R5 - to be conducted academically with coherent forces and sound communications, the protection of the left flank being assured by mere "mobile holding forces".' This is all very well on paper, but the reality of the battlefield is very different. 'It was a difficult - I would even say a hopeless - undertaking.' Gen Georges was to declare later 'Four hundred thousand, possibly five hundred thousand, harassed, weary unarmed men: that was all that France's might now amounted to.'

Furthermore, Gen Weygand is very late in deciding on this maneuver. Bardies writes:

The Group of Armies holding the Maginot Line was still intact when it received the order to withdraw at 3pm on June 12th. It was made up of three fine armies - the 3rd (Gen Charles Condé), the 5th (Gen Victor Bourret) and the 8th (Gen Emile Laure) - all full of go and simply longing to fight. But the Group was in a difficult position, for it now formed a pronounced salient within the German lines... More than a salient, in fact: a horseshoe. The 8th was outflanked from the east; the 3rd and 5th, on the horseshoebend, were outflanked from the north, northeast and northwest... Furthermore, if the fifteen or so field units fighting in the sector at the time were capable of maneuvering, the fortress units were unprepared for a withdrawal. The commander of the Group of Armies was therefore anxious to have as much time as possible to effect the withdrawal and would have preferred to begin it earlier. He had frequently pressed the point with the Commander-in-Chief.

By the time the battle was lost and Gen Weygand finally ordered the withdrawal, it was too late for the Group to break free: Guderian's armor was already pouring toward Langres.'

At the same time as he ordered Gen Georges to carry out Personal and Secret Instruction No 1444, Gen Weygand sends Gen Héring confirmation of his decision to declare Paris an 'open city' and inform him of the lines of withdrawal that he had determined the day before.

Gen Héring immediately hands over his responsibilities as military governor of Paris to Gen Henry-Fernand Dentz, who assumes them as from 6pm. Gen de Gaulle had left for Rennes at dawn - after a very short night's sleep in the Châtrau du Muguet - to deal with the organization of the 'Breton redoubt'. Steering his way through the columns of refugees heading southward to the Loire, he somehow covers the 220 miles from Briare to Rennes, where he arrives at about 10am.

To hold a front of more than 90 miles there is available only three skeleton divisions and some odds and ends. The scheme does not even take account of the time needed for the projected concrete works to dry.

At 6pm or thereabouts, Gen de Gaulle drives from the headquarters of the 10th Military District to the château at Beauvais, where he and Gen Louis Colson spend some time working on the plan for shipping young conscripts to North Africa. De Gaulle is not to be deterred by Gen Noguès's objections of the British Admiralty's refusal to load France the necessary tonnage.

'Frankly,' writes de Gaulle, 'the scenes that I had witnessed the day before and the isolation in which I was now placed made me fear that defeatism had gained too strong a hold and that the plan would never be put into operaton. Yet I was determined to do everything in my power to get the government to adopt it and impose it on the High Command.'

Without delay de Gaulle asks the French Admiralty to examine the problem of shipping 900,000 men and 100,000 tons of equipment from Bordeaux to Casablanca within forty-five days.

The French Naval staff is flabbergasted by these figures. Adm Darlan writes:

These 900,000 men did not even belong to large units already in formation. They consisted of Poles, new conscripts, transit personnel and technicians. The operation would have required two hundred merchant ships - many more that were docked in the unoccupied home ports and in North Africa. The Admiralty therefore had to assemble, and then refuel, all this shipping. At the same time, both men and equipment had to be taken to Bordeaux by rail. This last problem was by no means the simplest, since the railway lines running from north to south were either cut by the invasion or congested. We did not even know that a large proportion of the 900,000 in question had already fallen into enemy hands.

The naval chiefs fall to wondering 'what mastermind would have dreamed up such a fantastic plan'.

On the Alpine front there is still nothing to report. As a reprisal for the RAF's bombing of Turin the day before, the Italian air force carries out a series of raids on Toulon, Hyères, Saint-Raphael, Calvi, Bastia and Bizerta. At Toulon and along the coast the formation of the attacking planes is broken by anti-aircraft fire before the bombing began. The Italians' aim is inaccurate and little damage is done.