Second Battle of Fallujah

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Second Battle of Fallujah

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The Second Battle of Fallujah (code-named Operation Al-Fajr (Arabic, “the dawn”) and Operation Phantom Fury) was a joint U.S., Iraqi, and British offensive in November and December 2004, considered the highest point of conflict in Fallujah during the Iraq War. It was led by the U.S. Marine Corps against the Iraqi insurgency stronghold in the city of Fallujah and was authorized by the U.S.-appointed Iraqi Interim Government. The U.S. military called it “some of the heaviest urban combat U.S. Marines have been involved in since the Battle of Huế City in Vietnam in 1968.

This operation was the second major operation in Fallujah. Earlier, in April 2004, Coalition Forces fought the First Battle of Fallujah in order to capture or kill insurgent elements considered responsible for the deaths of a Blackwater Security team. When Coalition Forces (the majority being U.S. Marines) fought into the center of the city, the Iraqi government requested that the city’s control be transferred to an Iraqi-run local security force, which then began stockpiling weapons and building complex defenses across the city in mid-2004. This was the bloodiest battle of the Iraq War to date, and is notable for being the first major engagement of the Iraq War fought solely against insurgents rather than the forces of the former Ba’athist Iraqi government.

Second Battle of Fallujah (Operation Phantom Fury)
Part of the Iraq War
File:USMC 469.jpgU.S. Marines fight in the city of Fallujah, Iraq during the Second Battle of Fallujah, in 2004.
Date 7 November 2004 – 23 December 2004[1]
Location Fallujah, Iraq
Result Coalition victory
United States United States of America Iraq Iraqi security forces United Kingdom United Kingdom Iraq Iraqi insurgency Flag of the Ba'ath Party.svg Mujahideen Shura Council Flag of al-Qaeda in Iraq.svg Al-Qaeda in Iraq
Commanders and leaders
United States Richard F. Natonski United States James Mattis United Kingdom James Cowan Flag of the Ba'ath Party.svg Abdullah al-Janabi Flag of al-Qaeda in Iraq.svg Omar Hussein Hadid
United States 10,500 troops Flag of Iraq 2004-2008.svg 2,000 troops United Kingdom850 troopsTotal: 13,350 troops ~2,000–4,000 insurgents
Casualties and losses
United States American: 95 killed, 560 wounded (54 killed and 425 wounded from November 7 to November 16)Flag of Iraq 2004-2008.svg Iraqi: 8 killed, 43 wounded United Kingdom British: 4 killed, 10 wounded Total: 107 killed, 613 wounded 1,200–1,500 killed 1,500 captured
~800 civilians killed
BackgroundIn February, 2004, control of Fallujah and the surrounding area in the Al-Anbar province was transferred from the U.S. 82nd Airborne Division to the 1st Marine Division. Shortly afterward, on 31 March 2004, four American Blackwater USA contractors were ambushed and killedin the city. Images of their mutilated bodies were broadcast around the world.Within days, U.S. Marine Corps forces launched Operation Vigilant Resolve (4 April 2004) to take back control of the city from insurgent forces. On 28 April 2004, Operation Vigilant Resolve ended with an agreement where the local population is ordered to keep the insurgents out of the city. The Fallujah Brigade, composed of local Iraqis under the command of Muhammed Latif, a former Baathistgeneral, was allowed to pass through coalition lines and take over the city.Insurgent strength and control began to grow to such an extent that by 24 September 2004, a senior U.S. official told ABC News that catching Abu Musab Al-Zarqawi, said to be in Fallujah, was now “the highest priority,” and estimated his troops at 5,000 men, mostly non-Iraqis. 


  • 7 November 2004: U.S. Marines stage just north of Fallujah. In the city, now under complete insurgent control with no American presence since April, there is a large number of booby traps and IEDs constructed and set in place. Additionally, elevated sniper positions have been created along with heavily fortified defensive positions throughout the city, in preparation for a major offensive. American UAVs observed insurgents conducting live-fire exercises in the city in preparation for the coming attack.
  • 8 November 2004: Operation Phantom Fury begins.
  • 16 November 2004: American spokesmen describe fighting in the city as mopping up isolated pockets of resistance.
  • 23 December 2004: Last pockets of resistance are neutralized. Three U.S. Marines are killed in the last skirmish, along with 24 insurgents. Operation Phantom Fury is the bloodiest battle of the Iraq War.


Coalition forces

File:4-14 Marines in Fallujah.jpg

U.S. Marines from Mike Battery, 4th Battalion, 14th Marines, an activated reserve artillery unit, operate the 155mm M198 howitzer in November 2004. The battery was based at Camp Fallujah, Iraq and was supporting Operation Phantom Fury.

Before beginning their attack, U.S. and Iraqi forces had established checkpoints around the city to prevent anyone from entering the city, and to intercept insurgents attempting to flee.

In addition, overhead imagery was used to prepare maps of the city for use by the attackers. American units were augmented by Iraqi interpreters to assist them in the planned fight. After weeks of withstanding  air strikes and  artillery bombardment, the militants holed up in the city appeared to be vulnerable to direct attack.

British forces totaled about 13,000. The U.S. had gathered some 6,500 Marines and 1,500 Iraqi soldiers that would take part in the assault with about 2,500 U.S. Navy personnel in support roles. U.S. troops were grouped in two Regimental Combat Teams: Regimental Combat Team 1 comprised 3rd Battalion/1st Marines, 3rd Battalion/5th Marines, Naval Moble Construction Battalion 4 and 23 (Seabees) as well as the U.S. Army’s 2nd Battalion/7th Cavalry. Regimental Combat Team 7 comprised the 1st Battalion/8th Marines, 1st Battalion/3rd Marines, the U.S. Army’s 2nd Battalion/2nd Infantry and 2nd Battalion/12th Cavalry. About 2,000 Iraqi troops assisted with the assault. All were supported by aircraft and Marine and Army artillery battalions.

Insurgent forces

In April, Fallujah was defended by about 500 “hardcore” and 2,000+ “part time” insurgents. By November it was estimated that the numbers had doubled. Another estimate put the number of insurgents at 3,000; however a number of insurgent leaders escaped before the attack. By the time of the attack on Fallujah in November 2004, the number of Insurgents in the city was estimated at around 3,000 to 4,000.

The Iraqi insurgents and foreign mujahadeen present in the city prepared fortified defenses in advance of the anticipated attack. They dug tunnels, trenches, prepared spider holes, and built and hid a wide variety of IEDs. In some locations they filled the interiors of darkened homes with large numbers of propane bottles, large drums of gasoline, and ordnance, all wired to a remote trigger that could be set off by an insurgent when troops entered the building. They blocked streets with Jersey barriers and even emplaced them within homes to create strong points behind which they could attack unsuspecting troops entering the building.Insurgents were equipped with a variety of advanced small arms, and had captured a variety of U.S. armament, including M14s, M16s, body armor, uniforms and helmets.

They booby-trapped buildings and vehicles, including wiring doors and windows to grenades and other ordnance. Anticipating U.S. tactics to seize the roof of high buildings, they bricked up stairwells to the roofs of many buildings, creating paths into prepared fields of fire which they hoped the troops would enter.

Intelligence briefings given prior to battle reported that Coalition forces would encounter Chechen, Filipino, Saudi, Iranian, Libyan, and Syrian combatants, as well as native Iraqis.

Civilian presence

Meanwhile, most of Fallujah’s civilian population fled the city, which greatly reduced the potential for noncombatant casualties. U.S. military officials estimated that 70–90% of the 300,000 civilians in the city fled before the attack.

The battle


File:US 1stCavDiv Fallujah.jpg

U.S. Army soldiers from TF 2–7 CAV, prepare to enter a building during fighting in Fallujah.

Ground operations began on the night of 7 November 2004. Attacking from the west and south, the Iraqi 36th Commando Battalion with their U.S. Army Special Forces advisers and the U.S. Marine Corps Scout Platoon, 2nd Infantry Division’s 3rd Platoon Alpha Company 2/72nd Tank Battalion, and 3rd Light Armored Reconnaissance Battalion, reinforced by Bravo Company from the Marine Corps Reserve’s 1st Battalion, 23rd Regiment, and supported by Combat Service Support Company 113, from Combat Service Support Battalion 1, captured Fallujah General Hospital and villages opposite the Euphrates River along Fallujah’s western edge.Troops from the 1st Battalion, 3rd Marines fired 81mm mortar in an operation in south Fallujah. The same unit, operating under the command of the U.S. Army III Corps, then moved to the western approaches to the city and secured the Jurf Kas Sukr Bridge. These initial attacks, however, were a diversion intended to distract and confuse the insurgents holding the city.


File:Fallujah 2004 M1A1 Abrams.jpg

A M1 Abrams fires its main gun into a building to provide suppressive counter fire against insurgents

After Navy Seabees from NMCB-23 at the substation located just northeast of the city shut off electrical power to the city, two Marine Regimental Combat Teams, the Regimental Combat Team 1 (RCT-1) and Regimental Combat Team 7 (RCT-7) launched an attack along the northern edge of the city. They were assisted by two U.S. Army heavy battalion-sized units, the 2nd Battalion, 7th Cavalry Regiment, and 2nd Battalion, 2nd Infantry Regiment (Mechanized). These two battalions were followed by four infantry battalions who were tasked with clearing the remaining buildings. The Army’s mechanized Second Brigade, First Cavalry Division, augmented by the Marine’s Second Reconnaissance Battalion and, for a few days, the 1st Battalion, 5th Infantry Regiment [Stryker], was tasked to surround the city.The British Black Watch Battalion patrolled the main highways to the east. The RCT’s were augmented by three 6-man SEAL Sniper Teams from Naval Special Warfare Task Group-Central and one Platoon from 1st Recon who provided advance reconnaissance and overwatch throughout the operation.

lieutenant colonel david convoy in fallujah november 2004

The six battalions of Army, Marine and Iraqi forces, moving under the cover of darkness, began the assault in the early hours of 8 November 2004 prepared by an intense artillery barrage and air attack. This was followed by an attack on the main train station that was then used as a staging point for follow-on forces. By that afternoon, under the protection of intense air cover, Marines entered the Hay Naib al-Dubat and al-Naziza districts. The Marines were followed in by the Navy Seabees of NMCB-4 and NMCB-23 who bulldozed the streets clear of debris from the bombardment that morning. Shortly after nightfall on 9 November 2004, Marines had reportedly reached Phase Line Fran at Highway 10 in the center of the city.

File:US Navy 041108-M-8205V-006 An air strike is called in on a suspected insurgent hideout at the edge of Fallujah, Iraq by U.S. Marines assigned K Company, 3rd Battalion, 5th Marine Regiment, 1st Marine Division, during the openin.jpg

An air strike is called in on a suspected insurgent hideout in Fallujah.

The 3rd Bn 5th Marines cleared the Northern Sector Highway 10 city blocks of infiltrated pockets of resistance. Some units deemed combat ineffective handed clearing operations to Darkhorse Marines. 3/5 spearheaded the assault into the harshest area of the city known as the ‘Julan District.’ The Battalion sustained 26 Marines killed in action and 353 wounded during the operation.

fallujah destroyed by air strike during the second battle of fallujah

While most of the fighting subsided by 13 November 2004, Marines continued to face determined isolated resistance from insurgents hidden throughout the city. By 16 November 2004, after nine days of fighting, the Marine command described the action as mopping up pockets of resistance. Sporadic fighting continued until 23 December 2004.

Despite its success, the battle was not without controversy. On 16 November 2004, NBC News aired footage that showed a U.S. Marine, with 3rd Battalion 1st Marines, killing a wounded Iraqi fighter. In this video, the Marine was heard claiming that the Iraqi was “playing possum”. US Navy investigators NCIS  later determined that the Marine was acting in self-defense. The AP reported that military-age males attempting to flee the city were turned back by the U.S. military.

By late January 2005, news reports indicated U.S. combat units were leaving the area, and were assisting the local population in returning to the now heavily-damaged city.


The US Army’s 2nd Battalion, 2nd Infantry Regiment was awarded the Presidential Unit Citation for actions during the battle. Additionally, Operation Phantom Fury yielded two nominees for the Medal of Honor. Sergeant Rafael Peralta with 1st Battalion, 3rd Marines, one of the two, was eventually awarded the Navy Cross, the second highest military valor award.

First Sergeant Bradley Kasal of 3rd Battalion, 1st Marines was also awarded the Navy Cross for his actions during the battle. SSG David Bellavia of Task Force 2-2 Infantry was also nominated for the Medal of Honor, though awarded the Silver Star, for his actions during the battle.

Chris Kyle, Militarys Deadliest Sniper (


File:USwounded fallujah2004.JPG

U.S. Army soldiers rush a wounded soldier to a waiting U.S. Marine CH-46E Sea Knight helicopter during the Second Battle of Fallujah, in 2004.

The battle proved to be the bloodiest of the war and the bloodiest battle involving American troops since the Vietnam War.  Comparisons with the Battle of Hue City and the  Pacific campaign of World War II were made. Coalition forces suffered a total of 107 killed and 613 wounded during Operation Phantom Fury. US forces had 54 killed and 425 wounded in the initial invasion in November.  By December 23 when the operation was officially concluded the casualty number had risen to 95 killed and 560 wounded. British forces had 4 killed and 10 wounded in two separate attacks in the outskirts of Fallujah. Iraqi forces suffered 8 killed and 43 wounded Estimates of insurgent casualties are complicated by a lack of official figures. Most estimates places the number of insurgents killed at around 1,200 to 1,500, with some estimations as high as over 2,000 killed. Coalition forces also captured approximately 1,500 insurgents during the operation. The Red Cross estimated directly following the battle that some 800 civilians had been killed during the offensive.

Insurgents load a rocket-propelled grenade (

Falujjah suffered extensive damage to residences, mosques, city services, and businesses. The city, once referred to as the “City of Mosques”, had over 200 pre-battle mosques of which 60 or so were destroyed in the fighting. Many of these mosques had been used as arms caches and weapon strongpoints by Islamist forces. Of the roughly 50,000 buildings in Fallujah, between 7,000 and 10,000 were estimated to have been destroyed in the offensive and from half to two-thirds of the remaining buildings had notable damage.

While pre-offensive inhabitant figures are unreliable, the nominal population was assumed to have been 200,000–350,000. One report claims that both offensives, Operation Vigilant Resolve and Operation Phantom Fury, created 200,000  internally displaced persons who are still living elsewhere in Iraq. Reports claim that up to 6000 civilians died throughout the operation. While damage to mosques was heavy, Coalition forces reported that 66 out of the city’s 133 mosques had been found to be holding significant amounts of insurgent weaponry.

File:US Navy 041114-M-8205V-005 Iraqi Special Forces Soldiers assigned to the 1st Marines, patrol south clearing every house on their way through Fallujah, Iraq, during Operation Al Fajr (New Dawn).jpg

A city street in Fallujah heavily damaged by the fighting.

In mid-December, residents were allowed to return after undergoing biometric identification, provided they wear their ID cards all the time. Reconstruction progressed slowly and mainly consisted of clearing rubble from heavily-damaged areas and reestablishing basic utilities. Only 10% of the pre-offensive inhabitants had returned as of mid-January, and only 30% as of the end of March 2005.

The recapture of the city itself proved to be largely a success for U.S. forces, with a large number of local insurgent fighters being killed, and the momentum the Sunni rebellion had gained from controlling the city being dashed in the face of overwhelming U.S. firepower. Insurgent elements almost immediately began to attempt to re-group their power base in the city, with limited success.

Nevertheless the battle proved to be less than the decisive engagement that the U.S. military had hoped for. Some of the nonlocal insurgents were believed to have fled before the military assault along with Zarqawi, leaving mostly local militants behind. Subsequent U.S. military operations against insurgent positions were ineffective at drawing out insurgents into another open battle, and by September 2006 the situation had deteriorated to the point that the Al-Anbar province that contained Fallujah was reported to be in total insurgent control by the U.S. Marine Corps, with the exception of only pacified Fallujah, but now with an insurgent-plagued Ramadi.

After the U.S. military operation of November 2004, the number of insurgent attacks gradually increased in and around the city, and although news reports were often few and far between, several reports of IED attacks on Iraqi troops were reported in the press. Most notable of these attacks was a suicide car bomb attack on 23 June 2005 on a convoy that killed 6 Marines. Thirteen other Marines were injured in the attack. However, fourteen months later insurgents were again able to operate in large numbers.

A third and ultimately successful push was mounted from September 2006 and lasting until mid-January 2007. Tactics developed in what has been called the “Third Battle of Fallujah,” when applied on a larger scale in Ramadi and the surrounding area led to what became known as “the Great Sunni Awakening.” After four years of bitter fighting, Fallujah was turned over to the Iraqi Forces and Iraqi Provincial Authority during the Fall of 2007.

White phosphorus controversy


A US M-109 A6 self-propelled howitser fires at insurgent positions in Fallujah

On 26 November 2004, independent journalist Dahr Jamail was perhaps the first to report on the use of “unusual weapons” used in the November 2004 Battle of Fallujah. U.S. media watchdog group Project Censored awarded Jamail’s story as contributing to the #2 under-reported story of the year, “Media Coverage Fails on Iraq”. On 9 November 2005 the Italian state-run broadcaster RAI ran a documentary titled “Fallujah, The Hidden Massacre” depicting what it alleges was the United States’ use of white phosphorus (WP) in the attack causing insurgents and civilians to be killed or injured by chemical burns. The effects of WP were claimed to be very characteristic. Bodies were shown which were partially turned into what appears to be ash, but sometimes the hands of the bodies had skin or skin layers peeled off and hanging like gloves instead. The documentary further claims that the United States used incendiary MK-77bombs (similar to napalm). The use of incendiary weapons against civilians is illegal by Protocol III of the Convention on Certain Conventional Weapons (1980). The documentary stated:

WP proved to be an effective and versatile  munition.We used it for screening missions at two breaches and, later in the fight, as a potent psychological weapon against the insurgents in trench lines and spider holes when we could not get effects on them with HE. We fired ‘shake and bake’ missions at the insurgents, using WP to flush them out and HE to take them out. .. We used improved WP for screening missions when HC smoke would have been more effective and saved our WP for lethal missions.

The  U.S. State Department initially denied using white phosphorus as a munition, a claim later contradicted by the Department of Defense when bloggers discovered a U.S. Army magazine had run a story detailing its use in Fallujah. According to the Organisation for the Prohibition of Chemical Weapons (OPCW), quoted by the RAI documentary, WP is allowed as an illumination device, not as an offensive weapon if its chemical properties are put to use. The OPCW has also stated that it is the toxic properties of white phosphorus that are prohibited and the use of its heat may not be prohibited. The US Goverment maintains its denial of WP use against civilians, but has admitted its use as an offensive weapon against enemy  combatants. An article in Washington Post exactly a year before also pointed out the use of white phosphorus in the battle, but attracted little attention.

White phosphorus, when used for screening or as a marker, or used as an incendiary against combatant forces, is not banned by Protocol III of the 1980 Convention on Certain Conventional Weapons. But if used as a weapon in a civilian area, it would be prohibited. The protocol specifically excludes weapons whose incendiary effect is secondary, such as smoke grenades. This has been often read as excluding white phosphorus munitions from this protocol, as well. Washington has not signed the treaty among countries in the world which prohibits the use of white phosphorus.(Trone)

Graphic visual footage of the weapons allegedly being fired from helicopters into urban areas is displayed, as well as detailed footage of the remains of those apparently killed by these weapons. Questions have been raised concerning this footage since white phosphorus can not be delivered by helicopters in the manner shown in the film. The helicopters in the film are more likely dispensing illumination flares or counter measures to divert heat seeking surface to air missiles.

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