A Brief History of the 345th Bomb Group 498th Squadron (Falcons), Michael Talbot’s Army Air Force WWII Combat Unit

The 345th Bomb Group was first activated at Columbia Army Air Base, South Carolina, in November of 1942. This bomb group was comprised of Mitchell (B-25) Bombers named after Billy Mitchell a man that was way ahead of his time in recognizing how air power would affect the future of warfare. They trained there for five months before moving to Walterboro, S.C., for final preparation before deployment overseas. It was there in Walterboro that the four squadrons that made up the 345th adopted their nicknames, the 498th became the "FALCONS", the 499TH were the “BATS OUTA HELL”, the 500th were the "ROUGH RAIDERS", and the 501ST were the "BLACK PANTHERS".

Originally the 345th was to deploy to England, however, Maj. Gen. George C. Kenney had successfully pleaded for more B-25's to be deployed to the Pacific. This was accomplished in part thanks to the success that B-25's had in the Battle of the Bismarck Sea. In April of 1943 the 345th headed west to the Southwest Pacific Theater. After a brief stop in Australia, the 345th set up camp at the air bases of Port Moresby, New Guinea, becoming the first full Air Force combat Group sent the Pacific in World War II.

August of 1943 began the conversion from level bomber to the "strafer" role that the 345th would become famous for. This conversion entailed the removal of the bottom turret which was replaced with an extra gas tank, and the three hand-held machine guns manned by the bombardier/navigator were removed and the "greenhouse" nose was rebuilt to accommodate four forward-firing .50-caliber machine guns. Two side-pack machine guns were added on each side of the lower fuselage just aft of the cockpit, giving the plane eight new fifty-caliber machine guns in addition to the twin fifties in the top turret and tail, and single fifties at the waist positions. Later versions would bring the total forward firing capabilities to 14 forward firing .50 caliber machine guns that would make the superstructure of an enemy ship dissolve as the armor-piercing incendiary projectiles melted it.

During the 26 months that the 345th was in combat, 58,562 combat hours on 10,609 strikes were made. 58,000 bombs with a total weight of 6340 tons were dropped and over twelve-and-a-half million rounds of ammunition were expended. They were credited with sinking 260 enemy vessels and damaging 275 others. They destroyed 260 Japanese planes on the ground and another 107 in aerial combat. Its units won four Distinguished Unit Citations, including one for an unescorted raid on Rabaul in October of 1943. This record came at a high cost, 712 men dead from all causes, 580 killed on flights. Another 111 men were killed on November 12th, 1944, when Kamikaze's attacked the SS Nelson and SS Waite in Leyte Gulf. Most of these men were ground personnel waiting for the 345th to be moved ashore to their new home in the Philippines. 177 planes were also lost. In all, the 345th participated in nine major campaigns in the Asia-Pacific Theater, these included the New Guinea, Bismark Archipelago, Northern Solomons, Southern Philippines, Luzon, Western Pacific, China Defensive, China Offensive, and Air Offensive against Japan. The 345th became one of the most decorated units of the war.  

Michael P. Talbot joined the Army Air Force in Feb. of 1943 being stationed at various training bases, including basic training in Atlantic City NJ, 20 wks. in Rochester NY at the University for pilot training,  9 wks. at Maxwell Field AL for pre-flight training, 6 wks. at Lakeland Field FL at Lodwick School of Aeronautics for primary training (not completed, unknown reason), 20 wks. at Scott Field Ill. for radio operator and mechanic training & 6 wks. gunnery training at Yuma Airfield AZ.  Flight crew training was completed in Greenville SC and from there the crew left for departure to the Pacific Theater.  Michael Talbot was a member of the 498th Squadron (Falcons) of the 345th Bomb Group as a radio operator/tail gunner (Tech. Sgt. final grade).  One plane he was on was a B-25J-32, serial # 44-31055—this plane survived the war. According to pilot Walter Treadwell it was very common that a number of planes were flown in by the same crew because of down time for repairs etc. to many of the planes. Another plane Michael Talbot most likely flew in was one that was taken over by the crew’s co-pilot, Bob Mayerson, after Walter Treadwell left Ie Shima right at the end of the war.  Walter Treadwell mentioned that plane was named Mabel’s Stable (a B-25J-11, serial # 43-36005) by Mayerson after his girl friend who later became his wife. It had previously been named Nip’s Nightmare. Walter Treadwell stated that it was up to the pilot how and what a plane was to be named (nose art) and he personally never had any attachment to any particular plane. Michael Talbot was involved in 20 combat missions including the Ie Shima Japanese Peace Envoy Escort.

On Sunday August 19th of 1945, the Air Apaches were given the great responsibility of intercepting and escorting the two Japanese Mitsubishi Navy Type One "Betty" land attack bombers to Ie Shima that were transporting the Japanese peace emissaries who were to initiate the Japanese surrender. There were three 2-plane flights of B-25s assigned to make contact with the Japanese planes. Two B-25s were chosen to be front runners, one from the 498th Squadron, the other from the 499th.  Major Jack McClure piloted the 498th plane and Major Wendell D. Decker piloted the 499th. This was an honor for the pilots and handpicked crews. Michael P. Talbot was believed (documents/orders and letter evidence from Warren Lipman included) to be the radio operator on the first (Major McClure’s plane) of the 2 B-25s that met and escorted the Japanese planes and envoys to Birch Airstrip, Ie Shima. As the 2 Japanese planes entered Allied airspace they were instructed to use the identifying call signs Bataan 1 and Bataan 2. This was purposeful and satisfying symbolism for Allied Soldiers since many had suffered sadistic cruelty and death during the infamous Bataan Death March. This irony was lost on the Japanese delegation. Major McClure led the Japanese planes to their safe landing. Accompanying the flights of B-25s were 12 P-38 Lockheed Lightnings from the 507th Fighter Group.

The Japanese Envoys were on the ground for approximately 30 minutes before departing on a C-54 Transport for Manila, Philippines to prepare the documents of surrender. The envoys returned to Ie Shima the next day (Monday August 20th) and were to be escorted back to Tokyo. One Japanese plane ditched at sea (never recovered) because it ran out of fuel before reaching land (all survived) the other plane was later purposely burned. The formal Peace Treaty signing ending the war took place on September 2, 1945 on the Battleship U.S.S. Missouri in Tokyo Bay. The same flag flew over the ship that was flying over the Capitol, Washington, D.C. on December 7, 1941.

The 345th Bomb Group was officially deactivated at Camp Stoneman, CA on December 29th, 1945, after just over three years of existence.

The information above was taken from a number of sources including the books WARPATH  A Story Of The 345th Bomb Group (M) in WW II and Warpath Across the Pacific by Larry Hickey. Direct information referencing Michael P. Talbot was taken from Pilot Walter L. Treadwell in November of 2009 & July of  2012 and from  Navigator/Bombardier Warren A. Lipman in 2007. Warren Lipman died in September of 2009.  As of this writing (7-10-12) Walter Treadwell is the last known living member of the original crew. This crew, with the exception of John Coen (who was reassigned in the Pacific after crews were cut from 6 to 5) remained together for their entire tour from training in South Carolina to near end the of the war in the Pacific Theater. Walter Treadwell mentioned that he was home before Thanksgiving 1945. Michael Talbot returned to the states as Technical Sergeant at the end of January 1946 after becoming a member of initial occupying and restructuring forces in Japan. He died on October 1, 1989. Walter Treadwell said Bob Mayerson died within ten years of the end of the war of Lou Gehrig’s Disease.

Crew Member Information: per Restricted Special Orders NUMBER 82,  23 March 1945 Air Transport Command Pacific Division, West Coast Wing 1504th AAF Base Unit Fairfield-Suisun AAB, California just prior to leaving on Pacific assignment.

Rank        Name                             ASN               MOS           Duty


2nd  LT     Walter L. Treadwell     0759118         1081            P             pilot

2nd  LT     Robert Mayerson         0837958         1051            CP           co-pilot

2nd  LT     Warren A Lipman       0708505         1036            BN           bombardier/Navigator

Sgt            Robert J. Cochran       20327656       748              AMG       aerial engineer/gunner

Cpl           Michael P. Talbot         12178781       757              ROMG    radio operator/gunner

S/Sgt         John  J. Coen Jr.          12144159       612              AAG        ball gunner*


*The ball gunner position was not needed in the Pacific on B-25s, the belly turret was removed since these planes were used for low level strafing and bombing, and was replaced with an extra fuel tank. The waist gunner/ball gunner position was taken over by the radio operator as needed. This was all in the same basic area towards the rear of the plane.


Note:  Documents contained within were Michael Talbot’s. There are personal letters written by him during his service towards the end of the war to his brother John Ptasznik. Martha Talbot destroyed their letters to each other after his death in 1989 for heartfelt personal reasons---a real historic loss. Many pictures included here were taken & developed by Michael Talbot, some were available as unit information, other pictures could be obtained in packets close to combat sites. Some pictures of certain artifacts are of what he collected and saved from his service in The Army Air Force with the 345th Bomb Group 498th Squadron (Falcons). Many of the pictures were in a disintegrating album that was in a closet for 60 plus years.


As with the Talbot Family History, credit for scanning this compilation is due to George Mihal. Without him this would in no way have any professional appearance and might not even have been completed. The Talbot family and relatives owe him a huge debt for his caring, his knowledge, his heart and his love of history. His historical film website is www.officeofimagearchaeology.com  .

I thank you for everything George and most of all, for becoming a good friend-----