(the planned invasion of the United Kingdom, Sep 1940)

Army Group A

Commander-in-Chief: Generalfeldmarschall Gerd von Rundstedt
Chief of the General Staff: General der Infanterie Georg von Sodenstern
Operations Officer (Ia): Oberst Günther Blumentritt

16th Army
Commander-in-Chief: Generaloberst Ernst Busch
Chief of the General Staff: Generalleutnant Walter Model
Operations Officer (Ia): Oberst Hans Boeckh-Behrens
Luftwaffe Commander (Koluft) 16th Army: Oberst Dr. med. dent. Walter Gnamm
Division Command z.b.V. 454: Charakter als Generalleutnant Rudolf Krantz (This staff served as the 16th Army’s Heimatstab or Home Staff Unit, which managed the assembly and loading of all troops, equipment and supplies; provided command and logistical support for all forces still on the Continent; and the reception and further transport of wounded and prisoners of war as well as damaged equipment. General der Infanterie Albrecht Schubert’s XXIII Army Corps served as the 16th Army’s Befehlsstelle Festland or Mainland Command, which reported to the staff of Generalleutnant Krantz. The corps maintained traffic control units and loading staffs at Calais, Dunkirk, Ostend, Antwerp and Rotterdam.)

FIRST WAVE
XIII Army Corps: General der Panzertruppe Heinrich-Gottfried von Vietinghoff genannt Scheel (First-wave landings on English coast between Folkestone and New Romney) – Luftwaffe II./Flak-Regiment 14 attached to corps
17th Infantry Division: Generalleutnant Herbert Loch
35th Infantry Division: Generalleutnant Hans Wolfgang Reinhard

VII Army Corps: Generaloberst Eugen Ritter von Schobert (First-wave landings on English coast between Rye and Hastings) – Luftwaffe I./Flak-Regiment 26 attached to corps
1st Mountain Division: Generalleutnant Ludwig Kübler
7th Infantry Division: Generalleutnant Eccard Freiherr von Gablenz

SECOND WAVE
V Army Corps: General der Infanterie Richard Ruoff (Transferred from the first to the second wave in early September 1940 so that the second echelons of the two first-wave corps could cross simultaneously with their first echelons)
12th Infantry Division: Generalmajor Walter von Seydlitz-Kurzbach
30th Infantry Division: General der Infanterie Kurt von Briesen

XXXXI Army Corps: General der Panzertruppe Georg-Hans Reinhardt
8th Panzer Division: Generalleutnant Adolf Kuntzen – Luftwaffe Light Flak-Abteilung 94 attached to division
10th Panzer Division: Generalleutnant Ferdinand Schaal – Luftwaffe Light Flak-Abteilung 71 attached to division
29th Infantry Division (Motorized): Generalmajor Walter von Boltenstern – Luftwaffe Light Flak-Abteilung 76 attached to division
Infantry Regiment “Großdeutschland”: Oberst Wilhelm-Hunold von Stockhausen
Leibstandarte SS Adolf Hitler Regiment: SS-Obergruppenführer Josef “Sepp” Dietrich

THIRD WAVE
IV Army Corps: General der Infanterie Viktor von Schwedler
24th Infantry Division: Generalmajor Hans von Tettau
58th Infantry Division: Generalmajor Iwan Heunert

XXXXII Army Corps: General der Pionere Walter Kuntze
45th Infantry Division: Generalleutnant Friedrich Materna
164th Infantry Division: Generalmajor Josef Folttmann

9th Army (General der Artillerie Christian Hansen’s X Army Corps headquarters staff with the attached Luftwaffe I./Flak-Regiment 29 was in addition allocated to the 9th Army for use with the first-wave troops)
Commander-in-Chief: Generaloberst Adolf Strauß
Chief of the General Staff: Generalleutnant Karl Adolf Hollidt
Operations Officer (Ia): Oberstleutnant Heinz von Gyldenfeldt
Luftwaffe Commander (Koluft) 9th Army: (possibly) Generalmajor Maximilian Kieffer *
Division Command z.b.V. 444: Generalmajor Alois Josef Ritter von Molo (This staff served as the 9th Army’s Heimatstab or Home Staff Unit, which managed the assembly and loading of all troops, equipment and supplies; provided command and logistical support for all forces still on the Continent; and the reception and further transport of wounded and prisoners of war as well as damaged equipment. It maintained loading staffs at Le Havre, Boulogne and Calais.)

FIRST WAVE
XXXVIII Army Corps: General der Infanterie Erich von Lewinski genannt von Manstein (First-wave landings on English coast between Bexhill and Eastbourne) – Luftwaffe I./Flak-Regiment 3 attached to corps
26th Infantry Division: Generalleutnant Sigismund von Förster
34th Infantry Division: Generalmajor Werner Sanne

VIII Army Corps: General der Artillerie Walter Heitz (First-wave landings on English coast between Beachy Head and Brighton) – Luftwaffe I./Flak-Regiment 36 attached to corps
6th Mountain Division: Generalmajor Ferdinand Schörner
8th Infantry Division: Generalleutnant Rudolf Koch-Erpach
28th Infantry Division: Generalmajor Johann Sinnhuber

SECOND WAVE
XV Army Corps: Generaloberst Hermann Hoth
4th Panzer Division: Generalmajor Willibald Freiherr von Langermann und Erlencamp – Luftwaffe Light Flak-Abteilung 77 attached to division
7th Panzer Division: Generalmajor Erwin Rommel – Luftwaffe Light Flak-Abteilung 86 attached to division
20th Infantry Division (Motorized): Generalleutnant Mauritz von Wiktorin – Luftwaffe Light Flak-Abteilung 93 attached to division

THIRD WAVE
XXIV Army Corps: General der Panzertruppe Leo Freiherr Geyr von Schweppenburg
15th Infantry Division: Generalleutnant Ernst-Eberhard Hell
78th Infantry Division: Generalleutnant Curt Gallenkamp

Airborne Formations

7th Flieger-Division (Parachute): Generalmajor Richard Putzier (under Generalfeldmarschall Albert Keßelring’s Luftflotte 2). The division was assigned drop zones in the area of Lyminge—Sellinge—Hythe on the right wing of the 16th Army and tasked with the immediate capture of the high ground north and northwest of Folkestone. The division consisted of Fallschirmjäger Regiments 1, 2 and 3 commanded by Oberst Bruno Bräuer, Oberst Alfred Sturm and Oberst Richard Heidrich respectively, and the Air Landing Assault Regiment commanded by Oberst Eugen Meindl. All four regiments were to be employed in the operation.

1. Kampfgruppe “Meindl” was to land at Hythe, secure crossings over the Royal Military Canal at and west of Hythe and advance along the line from Hythe rail station to Saltwood to prevent any flanking moves by the British.

2. Kampfgruppe “Stentzler” led by Major Edgar Stentzler, the commander of the II. Battalion of the Air Landing Assault Regiment was to drop and seize the heights at Paddlesworth and hold off any counter-attacks.

These two groups would be timed to drop as the landing craft carrying 17th Infantry Division hit the beach near Folkestone.

3. Kampfgruppe “Bräuer” was to drop an hour later south of Postling. This enlarged group would consist of a complete parachute battalion, a parachute engineer battalion, the antitank company of FJR1, all of FJR2 and FJR3, and an extra battalion as divisional reserve.

Once landed, Kampfgruppe “Bräuer” was to take Stentzler’s group under its command and the combined force was to take Sandgate and the high ground west of Paddlesworth. FJR2 was to move north of Postling and guard against attack from the north while FJR3 was to secure the western flank with one battalion detached to capture and hold Lympe airfield for a later fly-in by 22nd Air Landing Division, possibly as late as S plus 5.

22nd Air Landing Infantry Division: Generalleutnant Hans Graf von Sponeck (under OKH control, but temporarily placed under the command of the 16th Army on 20 September 1940)

Bau-Lehr-Regiment z.b.V. 800 “Brandenburg” (In Invasion of England 1940: The Planning of Operation Sealion, author Peter Schenk notes very little source material exists on the role of the “Brandenburg” commandos in the operation. Schenk reconstructed the probable missions of the commandos from what little exits in the records of the first wave divisions and the recollections of former members of the regiment.)

16th Army Area of Operations
A 131-man commando team with 50 light motorcycles of the 1st Company of the I. Battalion would cross the channel with the 35th Infantry Division—one platoon with the division’s advanced detachment and one with Panzer Battalion D. Another commando team from the I. Battalion with three reconnaissance tanks would also land with the 17th Infantry Division. Upon landing, the “Brandenburg” company would link up with a combat group led by Oberst Edmund Hoffmeister, the commander of Infantry Regiment 21 of the 17th Infantry Division. Composed of elements of the 17th Infantry Division, the 7th Flieger-Division, corps-level support troops and Panzer Battalion B, Hoffmeister’s battle group would push up the coast to Dover. The “Brandenburg” company would assist by taking out British positions on the coast and along the Royal Military Canal as well as suspected artillery positions to the north.
Another commando team consisting of elements of the regimental intelligence unit and most of the 4th Company of the I. Battalion would land with the first wave and attack Dover directly to prevent the sinking of block ships in the harbor entrance and to neutralize the coastal batteries on the Dover heights. (An alternative to landing this commando team with the first wave troops might have been the use of about 25 fast motorboats, i.e., customs authority and police boats, under command of Korvettenkapitän Strempel. Author Peter Schenk notes that Strempel was never informed of his objective, but it was likely Dover.)

9th Army Area of Operations
The 11th Company of the III. Battalion was allocated to the 9th Army for first wave employment as follows: two commando teams of 72 and 38 men were assigned to the 26th Infantry Division and one commando unit of 48 men to the 34th Infantry Division. Mounted on light motorcycles, the first two commando teams were assigned the mission of destroying the gun battery at Beachy Head and the radio station to the north of it; the 48-man team’s mission is not recorded, but is was probably a similar task.

6th Army
Commander-in-Chief: Generalfeldmarschall Walther von Reichenau
Chief of the General Staff: Oberst Ferdinand Heim
Operations Officer (Ia): Oberst Anton-Reichard Freiherr von Mauchenheim genannt Bechtolsheim

The 6th Army held the II Army Corps (General der Infanterie Walter Graf von Brockdorff-Ahlefeldt) with the 6th Infantry Division and the 256th Infantry Division, commanded by Generalleutnant Arnold Freiherr von Biegeleben and Generalmajor Gerhard Kauffmann respectively, in readiness for potential landings in Lyme Bay between Weymouth and Lyme Regis. Cherbourg would serve as the embarkation port for the 6th Army’s invasion forces. The 6th Army was under the command of Army Group C (Generalfeldmarschall Wilhelm Ritter von Leeb), which had taken over this function from Army Group B (Generalfeldmarschall Fedor von Bock) on 11 September 1940.

OKH Reserves
These divisions, comprising the Fourth Wave, were to be designated on S-10 Day.

Submersible/Amphibious Tanks
Three battalions were allocated to the 16th Army and one battalion to the 9th Army. As of 29 August 1940, the four battalions, lettered A-D, totaled 160 PzKpfw III (U) submersible tanks with 37mm guns, 8 PzKpfw III (U) submersible tanks with 50mm guns, 42 PzKpfw IV (U) submersible tanks with 75mm guns, and 52 PzKpfw II (Schwimm) amphibious tanks with 20mm guns. The battalions were organized into three companies of four platoons each. **

Luftwaffe

Luftflotte 2 (cooperating with the 16th Army)
Commander-in-Chief: Generalfeldmarschall Albert Keßelring
Chief of the General Staff: Generalleutnant Wilhelm Speidel
Operations Officer (Ia): Oberstleutnant Walter Loebel

VIII. Fliegerkorps (dive-bomber aircraft): General der Flieger Dipl. Ing. Wolfram Freiherr von Richthofen
II. Fliegerkorps (bomber aircraft): General der Flieger Bruno Loerzer
9. Fliegerdivision (bomber and mine laying aircraft): Generalleutnant Joachim Coeler
Jagdfliegerführer 1 (fighter aircraft): Generalmajor Theodor “Theo” Osterkamp
Jagdfliegerführer 2 (fighter aircraft): Generalmajor Kurt-Bertram von Döring

II. Flakkorps – Tasked with air defense of the English Channel coast and ports during loading and unloading of the landing craft, support of Army troops and protecting the transport fleets against air and surface attacks. This Flakkorps also controlled those Luftwaffe Flak elements attached to the corps and divisions of the 16th Army (see that Army’s OOB).
Commanding General: Generalleutnant Otto Deßloch
Chief of Staff: Oberst Georg Neuffer

Flak-Regiment 6 (Ostende): Oberstleutnant Georg von Gyldenfeldt
Flak-Regiment 136 (Boulogne): Oberstleutnant Alexander Nieper
Flak-Regiment 201 (Calais): Oberstleutnant Adolf Pirmann
Flak-Regiment 202 (Dunkirk): Oberstleutnant Donald von Alten

Luftflotte 3 (cooperating with the 9th Army)
Commander-in-Chief: Generalfeldmarschall Hugo Sperrle
Chief of the General Staff: Generalmajor Günther Korten
Operations Officer (Ia): Oberstleutnant Karl Koller

I. Fliegerkorps (bomber and dive-bomber aircraft): Generaloberst Ulrich Grauert
IV. Fliegerkorps (bomber aircraft): Generalleutnant Kurt Pflugbeil
V. Fliegerkorps (bomber aircraft): General der Flieger Robert Ritter von Greim
Jagdfliegerführer 3 (fighter aircraft): Oberst Werner Junck

I. Flakkorps – Tasked with air defense of the English Channel coast and ports during loading and unloading of the landing craft, support of Army troops and protecting the transport fleets against air and surface attacks. This Flakkorps also controlled those Luftwaffe Flak elements attached to the corps and divisions of the 9th Army (see that army’s OOB).
Commanding General: Generaloberst Hubert Weise
Chief of Staff: Oberst Wolfgang Pickert

Flak-Brigade I: Generalmajor Walther von Axthelm
Flak-Regiment 102: Oberstleutnant Otto Stange
Flak-Regiment 103: Oberst Alfred Kuprian
Flak-Brigade II: Oberst Erich Kressmann
Flak-Regiment 101: Oberstleutnant Johann-Wilhelm Doering-Manteuffel
Flak-Regiment 104: Oberst Hermann Lichtenberger

Kriegsmarine

Commander-in-Chief of Navy Group Command West: Generaladmiral Alfred Saalwächter (Responsible for operational direction of the “Sea Lion” light naval forces based in France and the Low Countries.)

Naval Commander West for Operation “Sea Lion” (also the Fleet Chief): Admiral Günther Lütjens (Responsible for the tactical control and protection of the four transport fleets. The Kriegsmarine began assembling the following formations for protection of the convoy routes: two destroyer flotillas at Le Havre and four torpedo boat flotillas at Cherbourg to protect the western flank and three motor torpedo boat flotillas at Zeebrügge, Flushing and Rotterdam to protect the eastern flank. Also, 27 U-boats under the direction of Vizeadmiral Karl Dönitz were arranged to reinforce the convoy protection formations. Finally, nine patrol flotillas, 10 minesweeping flotillas and five motor minesweeping flotillas would accompany the transport convoys during the actual Channel crossing. An additional three minesweeping flotillas, two anti-submarine flotillas and 14 minelayers were allocated to Navy Group Command West for supplementary support.)

Chief of Staff: Kapitän zur See Harald Netzbandt

Leader of Destroyers (also Chief of the 6th Destroyer Flotilla): Kapitän zur See Erich Bey – flagship: destroyer Hans Lody (Z 10).

Leader of Torpedo Boats: Kapitän zur See Hans Bütow

Commander of U-Boats: Vizeadmiral Karl Dönitz

Transport Fleet “B” (Dunkirk): Vizeadmiral Hermann von Fischel – transporting the first echelons of the 17th and 35th Infantry Divisions and the staff and corps troops, including Panzer Battalions B and D (less one company from the latter), of the XIII Army Corps.
Tow Formation 1 (Dunkirk): Vizeadmiral von Fischel (as well as being the transport fleet commander)
Tow Formation 2 (Ostend): Kapitän zur See Walter Hennecke
Convoy 1 (Ostend): Kapitän zur See Wagner
Convoy 2 (Rotterdam): Kapitän zur See Ernst Schirlitz

Transport Fleet “C” (Calais): Kapitän zur See Gustav Kleikamp – transporting the first echelons of the 1st Mountain Division and the 7th Infantry Division and the staff and corps troops, including Panzer Battalion A, of the VII Army Corps.
Convoy 3 (Antwerp): Kapitän zur See Wesemann

Transport Fleet “D” (Boulogne): Kapitän zur See Werner Lindenau – transporting the first echelons of the 26th and 34th Infantry Divisions and the staff and corps troops, including Panzer Battalion C, of the XXXVIII Army Corps.

Transport Fleet “E” (Le Havre): Kapitän zur See Ernst Scheurlen – transporting the first echelons of the 6th Mountain Division, the 8th and 28th Infantry Divisions and the staff and corps troops, including one company from Panzer Battalion D, of the VIII and X Army Corps.
Echelon 1a (Le Havre): Korvettenkapitän von Jagow (originally designated Convoy 4)
Echelon 1b (Le Havre): Kapitän zur See Ulrich Brocksien (originally designated Convoy 5)

Heavy Naval Units
The Kriegsmarine did not plan to employ its few remaining heavy surface units in the coastal waters of the main invasion area. Instead, they would be used for diversions to draw British naval forces away from the English Channel and tie down British troops away from the landing zones.

Two days prior to the actual landings, the light cruisers Emden (Kapitän zur See Hans Mirow), Nürnberg (Kapitän zur See Leo Kreisch with Vizeadmiral Hubert Schmundt, the Commander of Cruisers, aboard) and Köln (Kapitän zur See Ernst Kratzenberg), the gunnery training ship Bremse and other light naval forces would escort the liners Europa, Bremen, Gneisenau and Potsdam, with 11 transport steamers, on Operation “Herbstreise” (Autumn Journey), a feint simulating a landing against the English east coast between Aberdeen and Newcastle.*** After turning about, the force would attempt the diversion again on the next day if necessary. (Most of the troops allocated to the diversion would actually board the ships, but disembark before the naval force sortied.)
Shortly before the commencement of “Sea Lion,” the heavy cruiser Admiral Hipper (Kapitän zur See Wilhelm Meisel), on standby at Kiel from 13 September 1940, would carry out a diversionary sortie in the vicinity of Iceland and the Faroes.
The heavy cruiser Admiral Scheer (Kapitän zur See Theodor Krancke) would carry out another diversionary mission by raiding merchant shipping in the Atlantic. (It is doubtful this ship would have been available in time for the operation as she was undergoing extensive trials and crew training in the Baltic Sea following a major shipyard refit.)
The remaining German heavy surface units, the battlecruisers Scharnhorst (Kapitän zur See Kurt Caesar Hoffmann) and Gneisenau (Kapitän zur See Otto Fein), the heavy cruiser Lützow (Kapitänleutnant Heller – caretaker commander) and the light cruiser Leipzig (decommissioned) were all undergoing repairs for varying degrees of battle damage and were thus not available for Operation “Sea Lion.”
In August 1940, the Kriegsmarine considered employing the pre-dreadnought battleships Schleswig-Holstein and Schlesien to provide artillery support for the landings, but ultimately rejected the idea.

SS and Police

Representative of the Chief of the Security Police and SD in Great Britain: SS Standartenführer Prof. Dr. phil. Franz Alfred Six (In a document dated 17 September 1940, SS-Gruppenführer Reinhard Heydrich, the Chief of the SD Main Office, appointed Six to this post and dictated his mission: “Your task is to combat, with the requisite means, all anti-German organizations, institutions, opposition, and opposition groups which can be seized in England, to prevent the removal of all available material, and to centralize and safeguard it for future exploitation. I designate the capital, London, as the location of your headquarters as Representative of the Chief of the Security Police and SD; and I authorize you to set up small action groups [Einsatzgruppen] in other parts of Great Britain as well as the situation dictates and the necessity arises.”)

Footnotes

* Per Die Generale der Deutschen Luftwaffe, 1935-1945, Band 2 (Habermehl-Nuber) by Karl-Friedrich Hildebrand (Biblio Verlag, Osnabrück, Germany, 1991) Generalmajor Kieffer is listed as Koluft of the 9th Army and then Army Group A from 24 August 1939-28 February 1941. As such, it is not certain when he ceased Koluft duties with the 9th Army.

** The four panzer battalions (A, B, C, D) later formed Panzer Regiment 18 (I. & II. Abt.) and Panzer Regiment 28 (I. and II. Abt.) under the 1st Panzer Brigade, which was renamed 18th Panzer Brigade and transferred from the 1st Panzer Division to the 18th Panzer Division. Before the launch of Operation “Barbarossa” in June 1941, the Staff/Panzer Regiment 28 was disbanded while I./Panzer Regiment 28 became III./Panzer Regiment 6 (3rd Panzer Division) and II./Panzer Regiment 28 became III./Panzer Regiment 18 (18th Panzer Division).

*** Four convoys would be formed for the operation – Convoy I: the steamers Stettiner Greif, Dr. Heinrich Wiegand, and Pommern loading troops of the 69th Infantry Division at Bergen/offloading at Bekkervig, Norway; Convoy II: the steamers Steinburg, Bugsee, Ilse LM Russ, and Flottbeck loading troops of the 214th Infantry Division at Stavanger/offloading at Haugesund, Norway; Convoy III: the steamers Iller, Sabine, Howaldt, and Lumme loading troops of the 214th Infantry Division at Arendal/offloading at Kristiansand, Norway; Convoy IV: the liners Europa and Bremen simulating loading troops at Wesermünde and the liners Gneisenau and Potsdam loading troops at Hamburg/offloading at Cuxhaven.