The Leader.

The Leader's Headquarters.   29th May, 1942.   6 copies

Directive No. 42 -- Instructions For Operations Against Unoccupied France And The Iberian Peninsula
                I. The development of the situation in unoccupied France, or in the French possessions in North Africa, may render it necessary in future to occupy the whole of French territory.

                Likewise we must reckon on possible enemy attempts to seize the Iberian Peninsula, which will call for immediate countermeasures on our part.

                II. Because of the continual shifting of our forces in the west, and the consequent changes in the readiness for battle of our formations there, only general principles can be given for carrying out these operations. Similarly, the situation with regard to manpower and equipment makes it impossible to keep forces and material permanently available for these operations.

                Therefore the Directives already issued for Attila and Isabella are cancelled with immediate effect. Improvised plans for both operations will, however, be made so that they can still be carried out at very short notice.

                III. Occupation of unoccupied France in cooperation with Italian Forces (cover name Anton (most secret). Day of commencement of operations, A-day).

                1. The object of the operation is to break the powers of resistance of unoccupied France and to occupy the country.

                It will therefore be the task of the German forces, without weakening coastal defence, with quickly formed and very mobile forces, to seize by surprise such objectives as are important for defence, and thus to eliminate the possibility of French resistance. It will be particularly important to seize quickly the larger French garrison towns, railway junctions, dumps of supplies, munitions and arms, airfields, and the seat of the Government, Vichy.

                It will be the task of the Italians to occupy the French Mediterranean coast (and Corsica) and, by blockading naval bases, particularly Toulon, to prevent the French Home Fleet and merchant vessels in Mediterranean ports from passing over to the enemy. The Italians will be supported in this by German naval and air forces in the Mediterranean.

                The Italians may also, if the situation requires, have to take action in Tunisia. A force for this purpose is now being formed.

                2. The High Command Of The Army (Army Group D) will make all necessary preparations in view of the forces available.

                The special forces required to support the Army in particular tasks (for example, the occupation of airforce establishments, the elimination of signals centres, and sabotage) are to be formed by the branches of the Armed Forces and by the departments of the High Command Of The Armed Forces, upon request of, and in agreement with, the High Command Of The Army.

                3. It will be the task of the Airforce to give direct support to ground operations in France and, in cooperation with the Italians, to eliminate such French air forces as remain in France.

                If 7th Air Division and the necessary transport are available, advantage will be taken of all possibilities of airborne landings.

                In order that the Airforce may be used for this purpose, the necessary ground organisation is to be set up at once in occupied France.

                IV. First countermeasures against an enemy assault on the Iberian Peninsula (cover name Ilona (most secret). Day of crossing the frontier, I-day).

                1. The first aim of our countermeasures will be to occupy the southern passes of the Pyrenees and thus establish the conditions necessary for future operations. Any threat to the strategically important ports on the Atlantic coast of France will be met by securing the harbours on the northern coast of Spain.

                2. Negotiations and preliminary discussions with the Spanish and other non German authorities concerning these plans are forbidden.

                V. The High Commands of the branches of the Armed Forces will report by 10th June concerning both operations, as follows:

                (a) Proposed strength of forces.

                (b) Proposals on general lines for carrying out operations.

                (c) Time required before operations can begin.

                (d) Demands or requests to the Italians, and possible ways of supporting them (see III.1., subsection 3).

                The necessary discussions with the Italians will then be authorised by the High Command Of The Armed Forces.

Adolf Hitler.