Personal Narrative:
The last Marine Helo lost in Nam was YT-14 from 164, on 04-29-75. I would have to agree that in most cases no-one wants to be the last. There is another last to 164's history, that of the two Pilots KIA at 11:30 P.M. on 04-29-75.I should know, I was the crew-chief of YT-14 when it went in. Capt. Nystul and 1stLt Shea were the last Marines KIA in VN. Last Squadron, last CH-46 lost, last Marines injured, last Marines KIA.
Submitted by Stephen R. Wills, HMM-164, YT-14 crewchief

Personal Narrative:
This CH-46 was lost at sea during the night of 29-30 April 1975 during Operation Frequent Wind...the evacuation of the Saigon Embassy. To my knowledge (I was there), the loss of our SAR A/C flying "Angel" for the USS Hancock accounted for the final Marine casualties of the Vietnam era. Since that operation ended in the early hours of the morning of the 30th with the extraction of our Ambassador, so did all US involvement with VN. Actually, there was a final CH-46 flight to the Embassy rooftop to extract the remnants of the security force still there, and quite frankly almost overlooked in the chaos of the lengthy evacuation.

It was late on the night of the 29th and well into the operation when the CH-46 SAR helicopter crashed into the South China Sea along side of the Hancock. It was tragic to say the least. Both the pilot, Capt. Bill Nystul and co-pilot 1stLt Mike Shea were lost at sea. The other 2 enlisted crewman were rescued (that in itself involved tremendous heroism on the part of Capt Steve Haley and 1stLt Dean Koontz breaking off on deck refueling and executing a night water landing and taxiing around to pickup the 2 survivors). The tragedy is that Bill was a new WestPac arrival to Okinawa when we deployed with all the remaining H-46's and UH-1E's from Futenma. He had just completed schooling and was re-famming in the 46. Mike, as I remember, was a CH-53 co-pilot. This is the combination that was orbiting the ship for 4-5 hours and was coming aboard to refuel and launch again!

The final approach was waved off, and on downwind (pitch black) they flew into the water with no apparent awareness that it was happening. They did not make any distress call or respond to frantic calls from pri-fly!! The next evening we held the traditional burial at sea service without recovering the remains. The crash site was located in 65 feet of water, but because or the immense political pressures to vacate the area, no attempt for recovery was made. I am positive, according to the time schedule I alluded to, that these 2 Marines were the final casualties.

Submitted by Chic Schoener, Squadron pilot

Personal Narrative:
I was there - standing with another Crew Chief on the deck of the USS Hancock after flying for about 14 hours on or about 11:30H 29 April 1975.

I saw Scott or Wills penflares hit the sky over Saigon Harbor from the deck of the USS Hancock. I watched the pilots fire up the helo that landed in the water and rescued Scott and Wills. It was the most intense moment of a very long day.
Submitted by Duane Rovang, USMC HMM-164 CH46D CREW CHIEF

Personal Narrative:
I was on deck, and saw it all.. It was a very sad thing to watch, but it was the most "Heroic" thing I will ever see. When they cranked the engine up to pull out of the water, (we thought they weren't going to get out) and landed on deck and all the water poured out of the bird and the pilots were wet. And the rescue of the crew. Yes, they all deserve a medal.

Submitted by Gregg Hodgkins, AO3 G-Div, Flight Deck Ordanance, USS Hancock

"YT-14 - The Last Marine Helicopter Lost in Vietnam":
At 06:00 on the morning of 29 April 1975, the Boeing Vertol CH-46D SeaKnight YT-14 prepared to launch as the overwater SAR (search and rescue) aircraft from the carrier USS Hancock (CVA-19) for Operation Frequent Wind, the evacuation of American and Vietnamese personnel from the American Embassy in Saigon. Normally, a fixed wing carrier such as the Hancock executing helicopter operations would not launch a helicopter SAR aircraft as any helicopter could perform SAR duties. However for an operation of this magnitude, a designated rescue helicopter provided the task force with the capability of responding instantly to any emergency.

This was a special day however, because of the air traffic potential. Emergency USMC helicopter operations were planned all day as necessary for the evacuation as the North Vietnamese Army entered Saigon. Much of the air traffic would be of South Vietnamese origin, as had been witnessed the previous day. Vietnamese helicopters and fixed wing were expected to arrive at any time. Some Vietnamese pilots, with their families and friends attempting to escape South Vietnam, ditched adjacent to the shipping, while others attempted to land on the various decks, some on top of other aircraft. There were many times during the day that the decks of various ships were fouled with aircraft, sometimes intentionally, including both helicopters and fixed wing. YT-14 was designated the Angel Flight (Naval term for overwater SAR) for operation Frequent Wind, to be used for any eventuality.

YT was the designation given to all aircraft assigned to Marine helicopter squadron HMM-164. Cpl. Stephen R. Wills was the Crewchief/Right Gunner of YT-14, an aircraft affectionately known to the Marines who flew it as a Phrog. Cpl. Richard L. Scott was his 1st Mechanic/Left Gunner for this early-morning SAR mission. The aircraft and these men were assigned to Marine Medium Helicopter Squadron 164. The two Marines remained with their aircraft in orbit over the South China Sea through the entire day and into the night, for 17 hours, refueling every couple of hours, without shutting down.

According to Steve Wills, throughout the day during several hot refuelings on the deck of the USS Hancock, Vietnamese aircraft were “trying to land on top of us.” “Conversations during the day between crew members aboard YT-14 were strictly that of Marines carrying out their routine duties, and wishing they were someplace else.”

As the day advanced, at approximately 13:00, during a hot refueling, Capt. William C. Nystul and 1stLt. Michael J. Shea relieved the originally assigned pilot and copilot aboard YT-14. Bill Nystul was a recent WestPac [Marine operating area – western Pacific] arrival to Okinawa when HMM-164 deployed with the remaining UH-46D’s and UH-1E’s from MCAS Futenma, Okinawa. He had just completed schooling, and had re-fammed in the H-46. Bill had been a fixed wing instructor in the Naval Aviation Training Command at Pensacola, and had since accumulated approximately 20 hours of refamiliarization time on the CH-46. Mike Shea had accumulated approximately 25 CH-46 hours in Futenma before deploying, and was previously a designated CH-53 pilot (7564).

Capt. Chic Schoener was assigned to H&MS-36 as a pilot in Okinawa and did his CH-46 flying with both HMM-164 and HMM-165. He remembers giving Bill Nystul an Okinawa island Fam hop before they embarked aboard the aircraft carrier USS Midway (CVA-41) for cross decking to the USS Hancock and had known both he and Mike Shea before and while embarked. Chic, like many other squadron pilots, flew 13 or more hours during this day.

“A typical CH-46D carried 2400 lbs. of jet fuel (JP-4 or 5)(1200 in each stub wing) and had a routine flight endurance of 2 hours. Under certain flight conditions that time could be stretched to 2+15 hours. However, NATOPS and safety dictated refueling when the fuel quantity was no lower than 200 lbs per side (approximately 20 minutes fuel remaining). The fuel “low caution lights” usually came on with 340 lbs of fuel remaining. This operation was not routine (by any standards) with many aircraft and crewmembers' limitations being stretched well beyond stated limits. Extraordinary times call for extraordinary efforts.”

According to Steve Wills, maintaining the SAR orbit was not simply a “watch.” The crew had been active all day with various tasks.

“I would just be guessing as to the number of times that we refueled that day. But it would have to have been six or seven times, maybe even more. On one of our landings to refuel, we were loaded with about twenty or so refugees that were to be transferred to the USS Blue Ridge (LCC 19).”

“Just as we landed on the Blue Ridge, we were told to launch immediately, as there was a small aircraft that had crashed aft of the Blue Ridge. We off loaded our passengers, took off and CPL Scott and I readied the rescue hoist, and opened the hellhole. We spotted three personnel in the water and lowered the hoist. It was very evident that two of the people where in bad shape with what looked to be massive head injuries. All three of them tried to get in the hoist, as they were only a few feet apart from each other. The one that wasn't hurt got in.

“We started to bring him up, when I saw that one of the injured men slipped under the water. I told Capt. Nystul to back off as our rotor wash was pushing them under. I told Captain Nystul that I was going to go into the water to try to help the other man. He told me to send in Scott. I informed him that Scott couldn’t swim. By the time we got the first man in, we lost sight of the last man. We started to circle to see if we could find the third man but couldn’t find him. A small Navy launch from the Blue Ridge was now on site, and we were released to return to the Hancock to refuel, and return to our SAR orbit point.”

“During this mission there was a Navy officer on board taking pictures of the rescue … I had to keep pushing him away from me, as he kept getting in my way while we were trying to rescue those downed men.”

The weight of the helicopter and the temperature of the day had significant effects on the operation that day.

“Twice we had to dump fuel because of our weight. After we departed the USS Hancock we where losing altitude due to our weight and the heat of the day. Capt. Nystul told me that he was going to dump fuel. I informed him that there should be no problem with the system, as I had personally checked it out a few days before. “That’s what we heard” was the comeback from Capt. Nystul.”

“Several days before the evac, I pre-flighted YT-14 for a test flight after replacing the rotor pitch-change link bearings. The flight was to take place later in the afternoon. After going down to the maintenance office, I was told that the test flight would take place in about 20 minutes. I was told to have YT-14 spotted and to unfold the blades.”

“We had the deck crew spot her on the #1 spot. I got in and fired up the aircraft APP [auxiliary power plant] and when I brought the electrical power on line, I switched it from DC current to AC current. Right then the ship’s deck came alive with people trying to get me to shut down the aircraft. My 1st Mech, Cpl. Scott came in yelling that we were dumping fuel on the flight deck. I reached up and hit the APP switch to shut it off. Still we were dumping fuel. I told Cpl. Scott to go back and put his hand over one of the dump pipes and to have one of the other mechanics out side do the same to the other side. I guess you could imagine the double hand gestures I received.”

“I looked up and saw that the fuel jettison switch was in the open position. I fired the APP back up, reached up and moved it back to the closed position, flipped the APP off. Still, we were dumping fuel. Then it came to me that I didn't bring the electrical system on line with the AC current.”

“Again I fired the APP up, only this time when she lit off - there was a ball of flame that shot out the back at least ten or fifteen feet from the APP. I could see people running everywhere away from the A/C. I switched the system to AC and toggled the switch, shut down the APP, and vacated the A/C.”

“By then, the crash crew was there. Needless to say, I was asked to go visit the CO and the ships Captain. That’s why I told Capt. Nystul I knew that the system worked.”

The second time they had to dump fuel was when a Marine CH-53 was losing altitude. It had over 30 people in it and they feared that it was going to go in.

“We were vectored to its location and could see that she was dropping and at the same time dumping fuel. We dropped half or more of our fuel as we knew that there was no way we could maintain altitude while trying to hover if we were to try and rescue any survivors. The H-53 couldn't have been more than a hundred feet off the deck. This was during the hottest part of the day. Thankfully it started to gain its altitude back and we were not needed.”

The day had progressed to evening. The Ambassador still refused to leave Saigon. It was dark and it was getting later. All crews were pushing their safe flight time limits. Twice in the final hour of their SAR flight they were on final approach to the USS Hancock when they were sent back out to their orbit point for another possible mission. They were to report when they were down to 30 minutes fuel remaining. The fatigued pilots on the flight crew had been flying continuously for ten hours and the aircrew had been working continuously for seventeen hours when, in Steve Wills’ own words, the following happened:

“We were at our orbit point when Capt. Nystul radioed for clearance for a landing approach back to the USS Hancock. We were down to about 30 minutes of fuel. We were given the OK to return, refuel and then go back out.”

“On our inbound approach, I looked out the rear of the ship and saw a light at our 6 o’clock position coming in on us. I made it out to be another aircraft. I told the Captain and I then cleared him for a hard right turn. That other aircraft missed hitting us by less than 100 ft.

“For the next 15 minutes there was no conversation in our aircraft, except for a comment made by Captain Nystul that "Some one is going to die up here tonight."

“On returning to the ship I was asked if we were clear for a left turn. I gave the OK and no sooner than that, I heard “Pick it up, Pick it up, Pick it up.” I did not hear “Pull-up” as was stated in the KIA incident report. I braced myself, thinking that we were about to be in a mid-air with another aircraft. That day we must have had five or six close calls with other aircraft; not those of the Marines but of the Vietnamese.”

“I don't remember any sudden descent or that of pulling in power. The only thing I remember was that of the hard landing lights coming on. That's when every thing went black.”

Concurrently Sgt. Chris Woods, Crew Chief of Swift 22 aboard the USS Hancock witnessed the following:

“The traffic pattern around the Hancock was very congested with aircraft landing, dropping off passengers, refueling, etc. Helicopters were continuously landing and taking off. Swift 22 had been refueled and stashed behind the [carrier] island to free up landing spots.”

“I can't remember if I was doing a turnaround inspection or trying to get some rest. “ PULL UP, PULL UP, PULL UP” the air boss said over the 5MC (flight deck) speakers. The air boss kept yelling "PULL UP" until the aircraft impacted the water. I ran out in front of my aircraft to see a left running light (red) angling towards the water, it continued until there was "flash" caused by the aircraft impacting the water. I remember hearing several helicopters hovering trying to pick up survivors. Pandemonium was everywhere.

There had been an immediate response from the personnel aboard the Hancock aware of the distressing situation. There were at least four helicopters that made attempts to get the survivors out; two Navy rescue SH-3's, one Marine CH-53 and finally another CH-46. Cpl. Wills related:

“I came to under water. That’s when the Water Survival Training took over. I was only able to inflate one side of my LPA. The right side of it was torn. When I hit the surface I found that my radio was gone, along with my pistol. I found my pen flares and fired two of them. I started yelling to see if any one else got out. Cpl. Scott yelled back. He was about fifty yards from me.”

“Cpl Scott was yelling that he couldn't swim. I was yelling back to him, to pop his LPA and finally he did. We both tried to get to each other, but the current was pulling him farther from me. I couldn’t move because my right hip was dislocated, and my left leg had a compound fracture 8" above the knee.”

“The first two Navy SH-3’s tried to get us out with their hoist, but we couldn’t hook up. The rotor wash from the CH-53 that came over us just kept pushing us under the water. The two SH-3's and the H-53 tried to drown me and then backed off.”

“After firing my pen flares, I was able to light up my strobe light. I do remember that Scotty fired his pen flare at the first or second helicopter almost hitting it. I yelled to him to get his strobe out and light it up. That would have been the only way that he could be seen.”

Another CH-46D, call sign Swift 07, from HMM-164 was on the deck of the USS Hancock undergoing hot refueling, piloted by Capt. Steve Haley and 1stLt. Dean Koontz. They launched immediately, and picked up Cpl. Richard Scott by hoist. They completed a water-landing at night near the crash scene in pitch-black conditions and water-taxied up to the struggling and seriously injured Cpl. Wills. He was unable to get into the rescue harness due to his injuries.

“In all of our training we were told that PHROGS don't float. But I can sure tell you of the one that can swim.”

“When the rescue aircraft tried to get me out, and when being pushed under water by the rotor wash, I remember covering my strobe light so they couldn't see me. They would then have to back off, letting me come back to the surface. I did that more than one time. I was blacking out from loss of blood and shock when I came to and saw those rotor blades over my head.”

“There was seawater in the cabin section [of Swift 07] when they pulled me by hand thru the cabin door of the CH-46. I heard the emergency throttles come up and remember the whine of the engines and the slapping of the blades ... I still can look up and see the rotor blades and thinking that H-46 was crashing on top of me.”

“The hand that reached out to me was that of the rescue aircraft Crewchief, Sgt. Lon Chaney … we spent approximately 45 minutes in the water before they got us out.”

Continuing the account of the rescue as witnessed by Chris Woods on the deck of the USS Hancock:

“Then all of a sudden I watched as the bottom anti-collision light on a Phrog went underwater. I thought, GOD, not another crash. I watched as I realized that the aircraft was in the water to pick up survivors. Moments later Swift 07 was on the flight deck with Cpl Stephen R. Wills and Cpl Richard L. Scott. Capt. Nystul and Lt. Shea went down with the aircraft. The mood was not good. Everyone was exhausted and now we had to accept the deaths of two squadron mates.”

The rescue was completed at about 23:30 on 29 Apr 1975. The bodies of Capt. Nystul and Lt. Shea were never recovered. Estimates from the ship were that they were in 65-100 feet of water [the ship had been moving all day]. The only items that were found after the incident were the four flight crew helmets and the front landing strut with the tires on it.

At twilight on 30 Apr 1975, a very moving and traditional Burial at Sea was conducted for Capt. Bill Nystul and 1stLt. Mike Shea aboard the USS Hancock. They escorted one of the surviving crewmembers, Cpl. Richard Scott, across the deck for the Memorial Service. Cpl. Steve Wills was resting in double traction of both left and right legs on the 03 level of the ship and could not be moved. He was later very appreciative of the aircrew members for dropping in on him during his recovery.

“If it were up to me, Capt. Haley and Lt Koontz would have received the CMH. But in saying that, please don't forget the hand that reached out, with seawater flowing in the cabin section, pulling me in … not with the hoist but by his hand. The aircrew of that ship will always live in my heart and mind as my guardian angel, even though I was flying the Angel Flight.”
Operation Frequent Wind ended on the morning of the 30th of April with the extraction of Ambassador Graham Martin, followed by the extraction of the Marine Security Detachment, as did all U.S. involvement in the Republic of Vietnam.
YT-14 (BuNo 154042) of HMM-164 was the last Marine helicopter lost in Vietnam, and still sits at the bottom of the South China Sea in 65 - 100 feet of water at coordinates N 09 55’ 32” E 107 20’ 06”, or at approximately 30 nautical miles on the 150 o radial of the Vung Tau NDB.
“One last thought. If we know approximately where YT-14 lies, why couldn't there be an attempt to see if there are any remains. With today’s technologies, it might be a simple operation. We dig up mountains at crash sites to find remains no matter how small. To bring back the remains of the last two American service men, the last two Marines, to have been killed in action in Vietnam would mean a lot.” Cpl. Steve Wills, USMCR (medret)

Submitted by Alan H. Barbour, Historian, USMC/VHA

Personal Narrative:
Bill Nystul was a highschool classmate of mine at Coronado HS. A gentler and nicer guy you will never know.
Submitted by Patti McKenna Witalis, LTC, SP, USAR, highschool classmate

Personal Recollection:
During my 1966-67 junior year at Burges High School in El Paso, Texas, Mike Shea and I used to spend lunch hours together with our girlfriends, Thelma Alessio (Mike) and Jennifer Oseau (mine), off campus at a local 7-11 type store ... we'd just hob-nob and eat our munchies ... I thought Mike had enlisted at the end of that 1966-67 school year, as Thelma and Mike stopped seeing each other by then.

I halfway recall that Mike went to another area high school for graduation and left Burges, or perhaps was dating Thelma even though he did not actually attend Burges ... my brain cramps up on that one ... we double dated a few time, once sneaking Jennifer and me in the trunk of Mike's sedan into the drive-in at east Montana street that was then on the very outskirts of El Paso ... I never saw Mike again after that junior year and found out about his death when I was visiting El Paso during the late summer of 1975 ... I was riding a city bus home from downtown and ran into another schoolmate from Burges (wish I could remember who that was) and he told me about Mike.

It hit me pretty hard, as Mike was the type of guy that you always remember ... yeah, he was the proverbial tall, dark, and handsome guy that girls squealed over, but he was also a considerate and kind person with a wicked good sense of humor ... I can understand why his buds in the Corps thought the world of him ... I remember when I found out about Mike on that bus that he was already known as one of the very last from the services to die in Viet Nam .. now I understand that both pilots on that tragic flight actually were the very last 2 to die for us in Viet Nam ... after 35 years, I still remember Mike and our times together, however brief they were in the Big Picture of Things ... he was a unique friend that you just don't let the memory of die ... Semper Fi and God Bless ...
Submitted by Bruce Sanford, personal friend

Burial at Sea - Capt NYSTUL and 1stLt SHEA:

http://www.virtualwall.org/ds/SheaMJ01a.htm

Submitted by MGySgt George Curtis, Popasmoke Admin

Personal Recollection:
I was an E-5 working H&MS-16, Futema, Okinawa in 1974. I had been directed to be prepared for an operation to Mindoro in the Philippines (MAFLEX). In March, 1975, I was suddenly transferred to HMM-165 (White Knights), and the squadron was preparing to deploy for a mission to South Vietnam.

As I checked into the squadron, I had to get a brief from 1st Lt. Mike Shea. I was really impressed with him. As I recall, he was eating something when I talked to him – I think it was a banana – and he did get a smile out of me during the lecture more than once. He was tall, lanky, dark-haired, and admonished me to keep my parents informed as to my well-being. I would say he was one of the most well-liked officers in the squadron. I have no idea how long he had been in 165 at that point.

The squadron was deployed aboard LPD-8, the USS Dubuque. It was an odd setup on board as the sister squadron, HMM-164 was split-up and attached as well, and we ended up with (as I recall) one or two of 164's birds on our boat. I was assigned flying duty as a door gunner on board YW-15, at least I think that was the number. It’s been while. Later in the mission, the USS Blue Ridge showed up and later came the USS Hancock. The other part of 165 was deployed on the Hancock.

Until I stumbled onto this website last year, I was unaware that Lt. Shea was transferred to HMM-164. The big mystery to us on the Dubuque was who the Crew Chief and Mech were. We didn’t know the names and now I know why – they were 164 guys. We had heard that they somehow got out of the bird when it went in and we were amazed. The odds of anyone getting out of that situation at night seemed a miracle, to say the least.

As the evacuation of Saigon started, the USS Dubuque got underway (after two near-collisions in a thunderstorm with other ships and tossing one RVN UH-1 overboard) and headed South-Southwest. We had no idea why we were leaving the scene. We ended up at an island off of Cambodia named Phu Quoc, where we helped escaping RVNs move on to Thailand.

The news of Lt. Shea’s death reached us a couple of days later and it really hit the squadron (HMM-165) very hard. It was incredibly depressing for all of us. We did get a picture of the memorial ceremony that was performed, and as I remember, it was similar to the one posted on this site.

My father passed away in 1995 and was buried at Arlington. I visited the Viet Nam memorial for the first time. I was able to get one of my best friends name copied off the memorial with a piece of graphite and paper (he was an Army Ranger, killed in action, 1970), and I got Lt. Shea’s name as well. Both pieces of paper are personal treasures and neither will be forgotten.

Submitted by John Matter, HMM-165 Squadron Member

Friends and Family:
I was aware of Bill's death but had never read the details. Thank you for this amazing compilation of facts and testimonies. I was stationed in Vung Tau RVN '68-69. Bill was a wonderful classmate and I will remember him with fond memories and the utmost respect.
Submitted by Walt Collins, USAF Pilot, '67-72, Coronado High School '63 - classmate