The “Scholastic” Marine
Who Won a Secret War 


by Colonel Nicholas Reynolds, USMC (Ret)




This article focuses on a little-known contribution to Allied victory in Europe after D-Day by a part of the Office of Strategic Services (OSS), the Special Counterintelligence (SCI) teams of the X-2 (Counterintelligence) Branch. Using a combination of private papers, unpublished studies, and OSS records, the author looks through the eyes of the commander of the SCI teams, Frank P. Holcomb, son of wartime Commandant General Thomas Holcomb. A Marine Corps reservist and OSS officer, Holcomb received a rudimentary orientation from the British in counterespionage and deception operations before creating his own highly successful units to perform those missions. In short order, the OSS went from having almost no such capability to neutralizing every German stay-behind agent in France and Belgium and turning a number of them back against the enemy to feed the Third Reich deceptive reports, accepted as genuine, thereby making a significant contribution to the security of the Allied armies. This article offers examples of OSS successes as testament to the skill and fortitude of a Marine Reserve officer serving on independent duty.

Office of Strategic Services, OSS, X-2, Double-Cross System, counterintelligence, Frank Holcomb, Thomas Holcomb, William J. Donovan, World War II, intelligence operations, Special Counterintelligence


From 1945 onward, scholars and practitioners have asked: just what did America’s wartime intelligence agency, the Office of Strategic Services (OSS), accomplish during World War II? To say that OSS director William J. Donovan and his outfit prepared the ground for the Central Intelligence Agency (CIA) is not enough. Recent attempts to answer this question by Donovan biographer Douglas C. Waller and intelligence historian Troy J. Sacquety focus, respectively, on the organization’s overall contribution to the war effort—OSS made a solid, if not dramatic, contribution to victory—and on the campaign fought by Detachment 101 in faraway Burma, where there was a very good return on a small investment of personnel and materiel.1 Another way to answer the question is to take a close look at the record of X-2, the OSS’s counterintelligence element, in Europe during 1944– 45, particularly through the eyes of one of its leaders, Frank Holcomb.2 This Marine Reserve officer’s remarkable achievements, particularly in counterespionage and deception, show how quickly the OSS could learn and how much it could accomplish. Before 1943, the OSS had only a rudimentary grasp of any form of counterintelligence, let alone operations to find and turn enemy spies. OSS decided to enter that field and to develop a new capability. In short order, Holcomb learned how to become an effective practitioner of this arcane craft, and turn it to the Allies’ advantage after D-Day by neutralizing every spy the Germans had left behind in Western Europe as well as exploiting many of them to report disinformation. The story begins in the summer of 1941, when President Franklin D. Roosevelt created the Office of the Coordinator of Information (COI) for Donovan. It would be one of the offices in the executive branch; Donovan would report directly to the president. The aging but still very energetic lawyer and colonel in the Army Reserve, who was on leave from his firm, immediately tested and expanded his powers, which included scouting for organizations to support COI. One possibility was for the COI to affiliate with the U.S. Marine Corps in some way (undetermined at the time it surfaced), an idea that the Marines quickly and emphatically rejected. Marine Corps leadership feared that the COI tail might one day wag the Marine Corps dog.3 The first step could be a presidential order to give a Marine commission to Donovan, the amateur with political connections. The next step could be an influx of “personnel other than regular Marine officers” who could “very easily get out of hand and out of control.”4 Either would dilute the professionalism of the Corps. At one point in January 1942, Commandant of the Marine Corps General Thomas Holcomb commented privately that he was “terrified that . . . [he] may be forced to take this man [the outsider Donovan]” into the Marine Corps.5 But, perhaps as the result of a complaint from the Commandant to the president, the COI stayed close to the White House, and Donovan and the Commandant’s relationship was never put to the test.6 Holcomb even proved willing to help Donovan solve another one of his threshold problems: how to get qualified people for his start-up. Donovan told Holcomb that he needed “a special type of officer, one with a scholastic approach to problems of war, tempered by practical experience in the field”—a variation on his supposed requirement for a PhD who could win a bar fight.7 Holcomb had just the right man for Donovan: the warrior-scholar William A. Eddy. He would eventually be assisted by Holcomb’s son Franklin, better known as Frank.8
      Eddy had distinguished himself during World War I as the intelligence officer for the 6th Marines, the elder Holcomb’s wartime regiment, and after the war as the president of Hobart College in New York. Eddy joined COI in mid-1941, and was soon on his way to Tangier, Morocco, to serve Donovan undercover as naval attaché to the American Legation. Strategically located on the northwest shoulder of the continent just outside the straits of Gibraltar, it was the largest U.S. mission in North Africa.
      Eddy recognized the French-speaking Frank Holcomb’s potential for this assignment, and, while preparing to deploy, sounded him out about going to Tangier.9 The slight, intense 24-year-old had the qualities that Eddy—and Donovan—were looking for: the theoretical tempered by the practical.10 Frank Holcomb had followed his father overseas to posts in Beijing and Guantánamo Bay, Cuba. Especially after the elder Holcomb became Commandant of the Marine Corps in 1936, his son listened to discussions of strategy over dinner at the Commandant’s House at the Marine Barracks in downtown Washington, DC. That same year, the younger Holcomb contracted a virulent, near-fatal infection from a wrestling mat and, in the days before penicillin, lingered on for two excruciating years. His injury disqualified Holcomb for active military service; for the rest of his life, he could not bend his right knee and walked with a limp. When he emerged from this illness, he was a young man in a hurry, determined to make up for lost time. His determination to demonstrate to himself and others that there were still so many things that he could do well would drive him to excel during the coming war.11
      Sailing whenever he could, he took charge of a 27-foot sailboat, Moondance, and at least once sailed up the East Coast to Rhode Island by himself. When on dry land, he threw himself into his studies. From 1938 onward, he attended the School of Foreign Service at Georgetown University, Washington, DC, where an extracurricular assignment was to research and write position papers for congressmembers and senators. Though he did not always agree with their policies, especially Senator Gerald P. Nye’s isolationism, this work “opened up a whole new life” for Holcomb.12 In 1938, he went on a summer course to Germany and while touring kept his ears open for talk of evolving German tactics.13
      By the time Donovan was staffing COI in mid1941, the Office of Naval Intelligence (ONI) had made Holcomb a job offer that must have been exciting for an undergraduate with an interest in foreign affairs. With Georgetown University’s blessing, he eagerly accepted, and went to work at Main Navy, a nondescript concrete temporary World War I–era building on the National Mall between the Lincoln and Washington Memorials. There, despite his youth, he was made responsible for portfolios in the Western Hemisphere Division. One was for Martinique, the French colony in the Caribbean that was home to a French naval base and to at least 200 tons of the country’s gold reserves, both important to the United States since metropolitan France had fallen to the Germans. Holcomb became adept at monitoring developments on the island through legal travelers—an activity akin to infiltrating spies into the enemy’s camp. After the 1941 Japanese attack on Pearl Harbor, he donned the Marine Corps uniform without attending any formal military training and, as a Reserve officer on active duty, continued to work at ONI.14
      Though occupied by neutral Spain for the duration of the war and surrounded by Spanish Morocco, Tangier was its own international zone that belonged to no one and to everyone. In 1942, it was a hotbed of intrigue, not unlike the Casablanca of the famous Humphrey Bogart film, where enemies, future enemies, and neutrals faced off against each other. At his arrival in Tangier in the spring of 1942, Holcomb assumed the position of assistant naval attaché under Eddy, where, alongside the more conventional attaché activities, he also performed unconventional work. In addition to routine reporting, Eddy and Holcomb were immersed in various projects that would today fall under the rubric of covert action: soliciting support for the Allies from the always rebellious Riffian tribes; generating a hit list of Gestapo officers and agents (the actual assassinations were never approved); identifying Vichy officials who could be bribed; and attempting to persuade Washington to support French colonial troops willing to fight the Germans.15 Their work became ever more pressing as the Allies stepped up their preparations for the invasion of nearby French territories in Morocco and Algeria that would take place toward the end of the year.
      In July 1942, Holcomb showed his pluck by standing his ground against a group of at least seven Italians who tried to “pummel” him for allegedly spitting on their flag during an encounter on city streets. Much later, Holcomb would recount, tongue perhaps partly in cheek, how his attackers—male and female— had piled out of a small passing car with an Italian standard on its fender and accosted him, shouting excitedly. When he asked what the problem was, “they said, ‘You spat on our flag.’ And I said, ‘Look here, whoever has written your story has forgotten the fact that [some Europeans] . . . spit, but Americans never spit; it is not part of our way of life’.” Holcomb’s tart rejoinder did not defuse the situation. But while he was pondering whether to use his pistol, his date, “a very lovely English girl,” is said to have advanced on the Italians and driven them away. Reports of the incident circulated through Washington, even reaching the president’s desk.16 
      During the same month, COI morphed into OSS, still under the irrepressible Donovan, and grew into a full-service, stand-alone intelligence agency. Before long, Eddy took charge of all OSS operations in North Africa. By late 1942, Holcomb had established an excellent reputation with OSS even though he was still working in an ONI billet. In December 1942, Donovan wrote Holcomb’s superiors that he had nevertheless “aided our work [that of OSS] in every way possible.”17 A little more than two months later, Donovan wrote a note to General Holcomb to let him know that he was “delighted” that his son would soon be joining OSS.18
      In May 1943, Frank Holcomb made the long trip back to Washington, DC, and met with many of the senior officers in Donovan’s entourage. Holcomb took what must have been an unusual step for a new hire, even in an unconventional outfit like OSS, making it clear that he was “fed up” with Spanish Morocco and wanted to move on; he was eager to make use of his language skills and knowledge of the Continent.19 As a result, OSS considered him briefly for Special Operations—paramilitary—work in France but soon came up with a better fit.20 On what was to be the last day of his visit, he met with James R. Murphy, a peacetime lawyer who was now head of the newly established counterintelligence branch of OSS, X-2. Holcomb would remember meeting Murphy in his office, where, without wasting time on pleasantries, Murphy gave Holcomb the news that would change his life: “I hope you understand that you are the new chief of counterespionage for the Mediterranean . . . and North African theater and that you will carry that command up into Europe.”21 Holcomb had had noinkling of Murphy’s intent, but said that it sounded “fine” to him.22

Learning from the British

After his consultations in Washington, Holcomb stopped in London on his way back to North Africa to meet with the British, considered by themselves and by most other Allies to be the masters of this arcane art. From them, he would learn methods of operation and with them work out liaison and reporting policies.23 Holcomb’s testimony about his time in London is sparse—not surprising since much of what he learned would remain highly classified for some 25 years after the war. He confined himself to writing that “he joined a group of four X-2 representatives who . . . constituted the nucleus for the development of X-2 plans in the European Theatre . . . and was formally if but slightly introduced to special sources.”24 Another X-2 veteran, Richard W. Cutler, has left a more complete account of what X-2 officers experienced in London. It was only in London, Cutler wrote, that “the war’s top secret could be explained . . . and then only by its owner, the British.”25 That was, of course, the Ultra secret, the fact that the British had painstakingly broken a number of German codes, even though they were enciphered by the famous Enigma machines, considered unbreakable by the Germans. Among these codes were those used by the Abwehr, German military intelligence, to run its agent networks. This meant that the enemy’s secret operations were transparent to the British.

German . . . officers or agents in occupied lands radioed Berlin each night about concluded or planned operations.
The Germans lived and breathed details. A typical message might speak of recruiting a Frenchman as a
German agent, give his real name, false name, and occupation, and describe his mission and method of operation.26

      Ultra made it possible for the British to run the Double-Cross System, whereby they had doubled captured German agents back against the Nazis. As Cutler later wrote, “[I]n a darkly lit auditorium, a high-ranking officer . . . [treated the Americans to] a theatrical explanation of how the British had protected England against German spies during the Battle of Britain in 1940 and thereafter.”27 Although some agents were walk-ins, most were identified through decrypted messages and apprehended when they landed on British soil. Then they were given the choice of collaborating or being executed. A few refused to collaborate and were executed, but most chose to collaborate, and became part of a complicated and interlocking web of misleading messages to Berlin.
      Holcomb and his colleagues also were read in on Operation Fortitude, an offshoot of Double-Cross.28 Fortitude was an elaborate deception designed to lead the Germans to believe that the landings in Normandy would be a feint and that a powerful command known as the U.S. First Army Group was about to land to the north in the Pas-de-Calais shortly thereafter. Fortitude operated on many dimensions—misleading reports by double agents, simulated radio traffic, parking lots filled with rubber tanks. If it succeeded, it could cause the enemy to maintain a large reserve for a second landing that would never come, thereby dramatically improving the chances of the friendly troops on the actual landing beaches.
      The American officers were, in Cutler’s words, “duly impressed” by Britain’s “spectacular achievements,” which would eventually include the identification from intercepts of Abwehr messages of some 3,500 German agents in Western Europe.29 The British example inspired Cutler “to [help] make X-2 . . . a topnotch counterespionage branch.”30 The few pieces of Holcomb’s official correspondence that survive bear witness to the same determination for X-2 to make a stellar contribution despite the considerable obstacles in its way. These included rivalry with British counterparts (who supported the expansion of X-2, but also wanted to control its operations) and other OSS officers (who resented the prerogatives of X-2, which claimed to be an elite within OSS, which also considered itself to be an elite organization), not to mention the rest of the American Expeditionary Forces (which were not entirely comfortable with OSS in the first place). Undaunted, Holcomb worked hard to accomplish his mission upon his return to North Africa: developing a complete understanding of German intelligence operations in the area; identifying German officials, operatives, sources, and stay-behind assets; and eventually running double agent/deception operations back at the Germans.31

D-Day and After

Toward the end of 1943, OSS’s X-2 had finalized its plans for Special Counterintelligence (SCI) units after D-Day, scheduled for the spring or early summer of 1944. These units would have a three-fold mission: to serve as secure conduits of Ultra information to headquarters in the field, to neutralize enemy agents, and to run deception operations. X-2 chief Murphy met with Holcomb in Algiers, Algeria, in December 1943, and was favorably impressed by the young major’s accomplishments in North Africa, which had run the gamut from smuggling an agent through hostile territory, to forging relationships with local French intelligence officers and stealing secret files about the enemy.32 He was ready for more responsibility. This led to his transfer to London in January 1944 to prepare to command American SCIs in France. Holcomb now had to create a working organization out of whole cloth in time for the Normandy invasion on 6 June 1944. His first step would be to think the problem through and then organize for success; he described his work between January and July 1944 as the “development of theory of SCI, launching it with SHAEF [Supreme Headquarters Allied Expeditionary Force] and [the] Armies [subordinate to it], development of procedure, [and] training of [more than 100] personnel.”33 This would be a first for OSS. Now, a part of X-2, which had been in existence less than a year, was preparing to conduct a particularly sophisticated form of warfare.
       Holcomb was impressed by the quality of the raw material painstakingly collected by the British during the preceding two years from a variety of sources.34 It would be up to the Americans to organize and put it to good use. Especially important were the names and addresses of suspected collaborators and enemy agents in strategic French towns and cities. They became Holcomb’s primary targets. According to Ultra decrypts, they had instructions to remain in place after the German forces retreated and to report on Allied forces. These stay-behinds posed a serious threat. If they remained free, they could report accurate information (dangerous enough in itself) and thereby pose a threat to the deception operations that the SCIs would conduct.35
      Holcomb landed in Normandy on 7 June, the day after D-Day.36 He remembered hoping, as he was on his way out of London, that there were no German agents on hand to notice that the city seemed to have been deserted overnight, its streets now eerily quiet and tense. He need not have worried. The British DoubleCross System had done its job well, having neutralized every agent that the Germans had dispatched to the island kingdom. A few hours later, he descended from a landing craft onto one of the American-held beaches with “a half-dozen or so of my people” while German bombs still fell—strong incentive to move inshore and continue the mission from the 12th Army Group’s mobile headquarters.37 By August, his preparations for the liberation of Paris were complete. He would participate as one of the forward team leaders. Two units in the field and one being formed in London became the Paris Task Force, which took on the mission of securing and exploiting German intelligence targets in the French capital before establishing an X-2 hub.
      There was more than a little drama as Holcomb and his subordinates drove into Paris with the first waves of Allied troops, maneuvering toward their objectives around firefights, jubilant crowds, and retreating Germans.38 He stood out in his Marine Corps uniform—so unlike the U.S. Army uniform—and because of his limp. He later recalled that “hordes of Parisians just came down on all sides and I got a lot of sympathy. I had to get out and kiss a number of them . . . one kept patting my leg,” assuming it was a war wound and asking if it still hurt. Holcomb also recalled another vivid memory of Germans trying to escape in carts and cars “loaded with typical soldier loot: chickens, washbasins, mirrors, anything that you could imagine.”39 But then French women poured out of the surrounding buildings, and started to beat the Germans with shovels and anything else they could lay their hands on. Holcomb thought to himself that the melee would not end well for the enemy.40
      Riveting as such scenes were, Holcomb knew that he had to pull away and move quickly to prevent the Germans from destroying files that could be of interest. One objective was the Petit Palais, a venerable downtown museum, built for the Universal Exposition of 1900, which X-2 wanted to use as an interrogation center.41 Family lore has it that Holcomb’s team exchanged shots with the departing Germans at the museum.42 The OSS War Report recorded that X-2/ Paris captured “a large number of enemy agents and espionage officials” and that, by the end of September, it had “in hand six enemy W/T [wireless/telegraphy] agents, either operating or preparing to operate under its control.”43 These were agents with their own radio sets, able to tap out reports by Morse code to their handlers in Germany. Capturing them was both a goal in itself and a prerequisite to further exploitation.
      After the liberation of Paris, Holcomb took on the additional duty of SCI officer for SHAEF, a significant step up for him.44 He was now responsible for all SCI units operating in the rear of the Allied armies in Western Europe as they advanced toward Germany in the second half of 1944. He proceeded to establish approximately 8–10 SCI units in many parts of France and ran them out of the new Paris headquarters.
      After finding and neutralizing enemy agents, the most important operations were deception operations—turning the same agents against their erstwhile masters. The purpose was to focus German attention away from the actual threats onto imaginary threats, in the manner of Operation Fortitude before D-Day. As with the original Double-Cross System in England, this was difficult, painstaking work, especially given the need to coordinate input from multiple sources to prevent inconsistencies and reinforce the intended message. But unlike his English counterparts, Holcomb did not have the advantage of operating on an island denied to the enemy. Given the fast pace of operations and the general chaos that attends ground combat, the pressure was enormous.
      Betty Ann Lussier, a member of the X-2 staff, described what it was like to conduct such operations in the south of France in the summer and fall of 1944.45 She was a trained pilot who had found her way to OSS, which initially assigned her to X-2 as a clerical employee (the fate of many, if not most, women who joined OSS). Once in the field, her potential was obvious, and she became a de facto counterintelligence officer. In words that no one is likely to use today, her OSS personnel file records that she was “treated not as a secretary but as an officer whose ability had gained respect.”46 Her small team, a handful of indoctrinated OSS personnel, started by analyzing a variety of sources: a list of suspects generated by SHAEF, a blacklist of French citizens known to have collaborated with the Nazis, a captured German intelligence manual, OSS regional studies, and leads from Ultra decrypts. Then they considered collateral information of various sorts—interrogation reports, damage reports, residency patterns, evidence of radio transmissions—and made educated guesses about who might be a German spy. The next step was to knock on doors and ask questions. Once, at a remote farm that seemed too prosperous, the team played a hunch and, after knocking on the door, started with a provocative, “Where is the radio?” The stunned agent pointed to the barn, and allowed himself to be doubled back against the Germans, transmitting misinformation. Lussier’s team developed and ran these operations in accordance with Holcomb’s general guidance and direction, given by message and in person during two visits in late 1944.47 Historian Timothy Naftali concluded that the SCI program in France succeeded far beyond expectations.48 Charged with counterespionage and deception, this subset of X-2 had neutralized and turned every German stay-behind agent in the path of Allied armies after D-Day. The official OSS War Report concluded that the advantage to American security by controlling enemy espionage was inestimable.49 In other words, Holcomb stood up and ran operations to deny accurate information to the Germans while feeding them inaccurate information that would mislead them about Allied strengths and intentions. A gauge of success was the view from the German side: between December 1944 and April 1945, Germany awarded Iron Crosses for exceptional performance to three of its agents who were actually operating under American control. After the war, Nazi intelligence officers who had received transmissions from the controlled agents revealed that, in at least two flagship cases, they had never considered the possibility that their agents might have been turned. On the contrary, those agents were in virtual competition for the designation of best stay-behind agent.50 Captured German records later confirmed that X-2 had neutralized every single Abwehr stay-behind agent in France.51


In 1944 and 1945, Holcomb’s personal makeup and circumstances combined to great effect. Driven to succeed by family tradition and personal injury, he seized the opportunity that he seemed to have been made for. For the most part, he had to learn on the job. Both planner and operator, a rare combination in an officer with so little experience, he learned how to do things that no American intelligence organization had done before. His OSS personnel file contains praise for his “great capacity for organization, discipline, and coordination in an enterprise which was novel in American military intelligence experience.”52 Writing his own playbook, he developed a concept of operations, trained and organized his subordinates, and led them on the battlefield. Paris was the high point. Commanding the SCI units that liberated the French capital in August 1944, he established and supervised a system that neutralized the entire network of German stay-behind agents, thereby helping to guarantee the security of Allied operations. After neutralizing the agents, Holcomb’s SCI units used them to channel false information to the enemy. His accomplishments garnered the young Marine officer, just 27 years old on 15 August 1945, three awards usually reserved for far more senior officers, including the Legion of Honor from the French Government and the American Legion of Merit.53

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