RWB Archive
KELLY FIELD, TEXAS • NOVEMBER 28, 1939

Class 39D — Advanced Flying School

The men who earned their wings on the same day as Maj. Gen. Robert W. Burns

On November 28, 1939, approximately 80 men received their silver wings and commissions as Second Lieutenants at Kelly Field, Texas — the culmination of a year's training at Randolph and Kelly Fields. Bob Burns was among them. This page preserves a remarkable document: a class history compiled in 1983 by Lt. Col. Henry R. Poplawski, gathering biographic memoirs from the survivors of Class 39D nearly 44 years after graduation. The original volume was gifted to the United States Air Force Museum at Wright-Patterson Air Force Base, Dayton, Ohio.

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Class 39D History — Original Volume (1983)

Compiled by Lt. Col. Henry R. Poplawski. 237 pages including cadet portrait grids, introduction, class reunion records, biographic briefs from 46 classmates, epilogue, and poems. Gifted to the USAF Museum, Wright-Patterson AFB, 1983.

Download PDF — 94 MB 237 pages • 150 DPI • optimized from original scans
~80
Cadets graduated
46
Biographic memoirs contributed
1983
Year compiled (44 years post-graduation)
2
Major Generals in the class

Contents

About This Document

In the early 1980s, Lt. Col. Henry R. Poplawski undertook a personal project: to contact every surviving member of Class 39D and compile their life stories into a single volume before the memories — and the men — were gone. He sent letters, made phone calls, and gently prodded reluctant classmates over several years.

"Perhaps my early interest in flying was started by being fortunate to live near the Tex Rankin school of flying, as well his brothers' flying school... My entry into the Cadet area at Randolph Field, in February 1939, was a traumatic experience of seeing 70 odd PT-13's flying overhead and questioning 'What the hell is going on here?'"

— Henry R. Poplawski, Lt. Col. USAF-Ret., compiler of the Class 39D History

The volume opens with a letter from Col. Richard E. Uppstrom, Director of the USAF Museum, accepting the gift on behalf of the Air Force on June 29, 1983. It includes cadet portrait photo grids from the 1939 Kelly Field yearbook, a narrative of the flying cadet experience, reunion records spanning decades, the biographic briefs (the heart of the volume), and a closing epilogue by Poplawski.

34 classmates did not contribute biographies — some could not be located, some declined, and some had died. Poplawski closes the volume: "Perhaps we waited a little bit too long to build a bridge of remembrance to span the lapse of time."

The training pipeline: Randolph Field (primary, basic) → Kelly Field (advanced) → wings & commission November 28, 1939. The basic trainer was the PT-13 Stearman biplane; Kelly introduced the BC-1 (North American Basic Combat, with retractable gear). Bob Burns recalled that the class was initially slated for Section 4 — advanced fighter training on P-35s at Selfridge — but was reassigned as "instant experts" to become instructor cadets at Kelly, flying BC-1s and AT-6s.

Robert W. Burns — Class 39D

Addendum — by Robert A. "Andy" Burns (son)

Andy appended a personal section to his father's official biography in the volume, feeling the career summary alone didn't capture the man. The stories below are drawn from his addendum.

Three-engine crossing: On the ferry flight to England, one engine on the B-17 failed over the Atlantic. Bob continued across, landed on three engines, and said nothing until the debrief. Andy notes this was simply how his father operated — quietly competent, without drama.

Ruth in the cockpit: After the war, Bob flew a P-47 on a sightseeing tour with Ruth sitting on his lap in the cockpit. This was, Andy notes, "perhaps not regulation."

The Piper Cub and the ram: Bob landed a Piper Cub in a sheep field and was chased back to the aircraft by an angry ram. He got airborne with the ram in close pursuit.

The Nantes mission: When the operations plan for a mission began unraveling over France — fighters failing to rendezvous, weather closing in — Bob threw away the plan, made a judgment call, and brought the entire force home without losses. The planes were on fumes when they landed. He received no official recognition; he had deviated from orders. Andy says this was the mission Bob was most proud of, and that he rarely spoke of it.

Cub Scouts in the F-86: Bob regularly brought Cub Scouts to the flight line and let them sit in cockpits. "He believed in showing kids what was possible," Andy writes.

Flying the sick child: When a neighbor's child needed emergency medical care beyond local reach, Bob flew the family to a Texas hospital in a military aircraft, cutting hours off the journey.

Motorcycle trips: In retirement, Bob made multiple long-distance motorcycle trips around the perimeter of the United States.

"He may not be larger than life, but he sure fills it up to the brim." — Robert A. Burns

Class Roster — Contributors to the 1983 History

46 classmates contributed biographic memoirs. Approximately 34 others could not be reached or declined. Ranks shown are at retirement or as cited in the volume. A ✦ indicates the classmate served in the Canal Zone / Panama alongside Bob Burns.

Name Rank at Retirement Post-service Notes
Adams, William J.Commercial aviationWestern Airlines
Baker, Nolan D.USAF retired
Beere, George A.USAF retired
Benedict, Maurice S. "Sam"USAF retiredSyracuse, NY area
Bohn, John W. Jr.USAF retired
Bowers, William R.USAF retired
Brannock, Joseph F.USAF retired
Brock, Russell K.USAF retired
Bromiley, Richard F.Brigadier GeneralUSAF retired
Bullock, Harold A.USAF retired✦ Canal Zone / France Field
Burns, Robert W.Major GeneralUSAF retired, Panama City FLSubject of this archive
Colburn, Richard R.Commercial aviationTWA
Croom, Wendell C.USAF retired
Cullum, Felder W.USAF retired
Dolim, Henry P.USAF retired✦ Canal Zone; notes "31 of my classmates ordered to Panama"
Ensign, Lewis P.USAF retired
Estruse, Elmer P.USAF retired
Evers, John C.USAF retired
Fackler, Paul H.USAF retired
Falkner, George E.Commercial aviationTWA
Fantone, James E. Jr.USAF retired
Foster, John J.USAF retired
Freeman, Edmund F. "Buck"USAF retired
Gayle, Hubbard K. Jr.USAF retired
Graves, Frank N.USAF retired
Hammerle, Clarence Bernard Jr.USAF retiredFrom Johnstown, Pennsylvania (Ruth Burns' hometown)
Hanson, William HartUSAF retired
Hawes, Daniel G.USAF retired
Herblin, William L.USAF retired✦ Canal Zone; "33 of us sent to Panama"
Holm, Florian A.USAF retired
Jowdy, William JohnUSAF retired
Kaliher, Russell F.USAF retired✦ 6th Bomb Group, B-18 patrols, Canal Zone
Knowles, W.M. "Mack"USAF retired
Lacey, John W.USAF retired
Lyon, Howard B.USAF retired
Martin, Glen W.Lieutenant GeneralUSAF retired
McConnell, Ben F.USAF retired
Molina, Pedro Q.Major GeneralPhilippine Air Force retiredPhilippine Air Force; one of two Philippine cadets in class
Mondonedo, OsmundoPhilippine Air ForcePhilippine Air Force; assisted Sheldon at Wright-Patterson acquiring aircraft
Morgan, MacPhersonUSAF retired
Musselwhite, William B.USAF retired✦ 44th Recon Squadron, Canal Zone
Noble, Gail L.MajorUSAF retired
Oberdorf, John W.USAF retired
Parker, John LoweDeceasedDied 27 February 1982
Payne, Paul H.USAF retiredSold his 1937 Chevrolet to Sheldon on graduation day
Peck, Gaillard R.USAF retired
Pirruccello, Joseph S.USAF retired✦ Headquarters Squadron, France Field, Canal Zone
Poplawski, Henry R.Lt. ColonelUSAF retired; educatorCompiler of this volume; Portland, Oregon
Schulze, Herbert O.Lt. ColonelUSAF retired
Sheldon, Benjamin M.Lt. ColonelUSAF retiredFirst duty station Maxwell Field; 23rd Composite Group; 494th Bomb Group B-24s (Philippines/Pacific, 41 missions); JUSMAG Greece; married Mrs. Sheldon at Hill Field depot (she was secretary to the Director of Supply)
Sherwood, Fred HerrenUSAF retired (1951)Born Los Angeles CA, April 20, 1912; soloed at age 16; first duty with 4th Transport Squadron, Sacramento Air Depot; 60th Troop Carrier Group; North Africa invasion, Nov. 8, 1942; Sicily invasion, July 9, 1943 (gliders); General Spaatz personally pinned DFC on him; Air Attaché, Central America/Panama/British Honduras; retired 1951; Elks Lodge, Fullerton CA
Smart, Oliver ReedUSAF retired; Autonetics/North American RockwellB-24 squadron commander, 5th Air Force; 41 combat missions 7th AF; 494th Bomb Group; JUSMAG Greece; test pilot, torpedoes and torpedo bombsights; Thunderbird Team V/Commander; goodwill tour 12 countries Central/South America 1954; Vietnam (jeep through central mountains with Montagnards); "Nightingale" aeromedical aircraft; retired from Autonetics/Rockwell 1970; Fullerton CA
Stetson, JeffCommercial aviation (American Airlines, 35 years)Contributed memoir as a letter to "Mike" (a fellow classmate); first military assignment Maxwell Field; returned to AA in 1940; recalled to active duty July 1943; C-54 program; retired from AA as first instructor qualified on B-747
Stidd, Elbert R. Jr.Lt. ColonelUSAF retired; taught nuclear weapons at CarswellGraduated 29 Nov 1939; Maxwell Field, then Korea (Pueblo incident), Strategic Air Command, Carswell AFB; retired Oct 31, 1963; Ft. Worth-Dallas area
Sutton, Wilbert J.Lt. ColonelCommercial aviation (Eastern Air Lines)Dover, NJ; Middletown Air Depot (15 classmates also assigned there); recalled to active duty 1943; C-54 Hump operations India; returned to EAL 1945; Captain on DC-3, DC-4, DC-7, Constellations, Lockheed Electra, Boeing 720s; retired Jan 1973 at age 60
Turner, Paul Jr.Commercial aviation (Pan American World Airways)Rocky, NC (b. Dec 30, 1918); Citadel; 3rd Photo Squadron, Maxwell Field → Lowry Field CO → MacDill Field FL; 8th Photo Group, CBI, Calcutta/Burma; left service Sept 1945; PAA Miami → Caribbean → Navigation School → 1st Officer; London Base 1950–53; routes to Europe, South Africa, Far East; Pilot-in-Command B-707, 747; retired Jan 1, 1979; Hopkinton NH
Wassche, Harry L.ColonelFord Aerospace / Aeronutronic DivisionDavenport IA; 23rd Composite Group Maxwell; test pilot; first torpedo ever dropped from aircraft (Navy work at Quonset Point RI); B-25 bombsight design (75mm cannon, 95% accuracy at 6000 ft); flew Bell P-59 (first US jet); Thunderbird Team V/Commander under M/Gen Hood; F-111 (#3, world's second-fastest aircraft at check-out); retired Andrews AFB July 1969; San Diego CA; promoted Colonel Dec 1944
Willingham, Willis W.Lt. ColonelUSAF retiredEdinburgh Junior College → Edinburgh, TX; 23rd Composite Group Maxwell; ✦ assigned to Panama Canal Zone (37th Fighter Sqdn); 177th Fighter Group NJ; WWII European theater; 8th Air Support Command; briefed "Ike" (Eisenhower) every third day on Air Corps plans; 1949 Armed Forces Staff College; Burtonwood Air Depot (England); AMC HQ Wright-Patterson; San Bernardino Depot (Ballistic Missile Support); retired end of Dec 1960; Ford Aerospace since Jan 1961
Zoeckler, John L.Major GeneralUSAF retired; TRW Space SystemsDavenport IA; U of Iowa ROTC; Class 39D Maxwell Field → Orlando → Eglin; Dec 1942 European Theater; 8th Air Support Command / SHAEF; only 4 combat missions then grounded due to knowledge of invasion plans; 1946 Procurement and Production, Air Materiel Command; Pentagon; Air War College; Atlas ICBM Program Director (Mercury program); Brigadier General for Atlas/Mercury success; Western Contract Management Region; F-111 (TFX) Program Director; retired Andrews AFB July 1969; Redondo Beach CA then San Diego

Biographic Briefs — Full Transcription

Transcribed verbatim or near-verbatim from the 1983 volume. Presented in alphabetical order as compiled by Lt. Col. Poplawski. A selection of especially notable or lengthy memoirs are expanded; others are summarized.

Adams, William J.
Commercial aviation career

Career with Western Airlines following military service.

Baker, Nolan D.
USAF retired

Career in the United States Air Force.

Benedict, Maurice S. "Sam"
USAF retired — Syracuse, New York area

Served in the Air Defense Command period. Upon retirement, took additional graduate certification in Navigation School subjects (German and Social Studies). Taught at Queens College on Long Island, supervised the Pre-FAST Junior ROTC program for over 70 Tacoma school districts, and became director of material analysis at Queens. Assisted in upgrading personnel evaluations for the JROTC program. Resided in Syracuse, NY in retirement. Played first violin in the Onondaga Civic Symphony Orchestra.

Bromiley, Richard F.
Brigadier General, USAF retired

Attained the rank of Brigadier General during his Air Force career.

Bullock, Harold A.
USAF retired — Canal Zone veteran ✦

Served at France Field, Canal Zone, alongside Bob Burns in the early wartime patrol period.

Dolim, Henry P.
USAF retired — Canal Zone veteran ✦

Notes in his memoir that "31 of my classmates were ordered to Panama" — a remarkably large contingent of Class 39D assigned to the Canal Zone defense mission. This figure is consistent with the high proportion of classmates (Bullock, Herblin, Kaliher, Musselwhite, Pirruccello, Willingham, Burns, and others) who appear in Canal Zone duty records.

Hammerle, Clarence Bernard Jr.
USAF retired — Johnstown, Pennsylvania

Hometown of Johnstown, Pennsylvania — the same city where Ruth Burns (née Blackburn) was raised and attended nursing school at Windber Hospital. Whether Hammerle and Ruth's family were acquainted is unknown, but the coincidence is noted in the Burns family context.

Herblin, William L.
USAF retired — Canal Zone veteran ✦

Writes that "33 of us sent to Panama" — a slight variation from Dolim's "31" figure, reflecting that the precise count varied depending on how the initial assignment was counted versus transfers. Both figures confirm that Class 39D provided a substantial fraction of the Canal Zone's flying officers at the start of the war.

Kaliher, Russell F.
USAF retired — Canal Zone veteran, 6th Bomb Group ✦

Assigned to the 6th Bomb Group, Canal Zone, flying B-18 patrol missions — the same assignment Bob Burns held in his early Canal Zone period (7th Reconnaissance Squadron, later France Field). The 6th Bomb Group and the 7th Recon Squadron operated from the same bases on the Pacific and Atlantic sides of the Canal. Kaliher's memoir includes an addendum.

Martin, Glen W.
Lieutenant General, USAF retired

Attained the rank of Lieutenant General — the highest rank achieved among Class 39D contributors to this volume (Zoeckler and Burns achieved Major General).

Molina, Pedro Q.
Major General, Philippine Air Force (retired)

One of at least two Philippine Air Corps cadets who trained with Class 39D. Rose to the rank of Major General in the Philippine Air Force after the war. Osmundo Mondonedo (another classmate) was also Philippine Air Force and served as Air Attaché to the Philippine Embassy in Washington, DC, in 1949.

Musselwhite, William B.
USAF retired — 44th Reconnaissance Squadron, Canal Zone ✦

Assigned to the 44th Reconnaissance Squadron at the Canal Zone, flying patrol missions in the same period as Bob Burns.

Pirruccello, Joseph S.
USAF retired — Headquarters Squadron, France Field ✦

Assigned to Headquarters Squadron, France Field, Canal Zone — placing him at the same base as Bob Burns during the 1940–1941 period.

Poplawski, Henry R.
Lt. Colonel, USAF retired — Compiler of this volume

Born and raised near Portland, Oregon, where his early exposure to the Tex Rankin flying school sparked his interest in aviation. Entered the Cadet program at Randolph Field, February 1939. First assignment after Kelly Field: Maxwell Field, Montgomery, Alabama. His memoir describes the "wheel-less wonder" BC-1 trainer at Kelly, and his first orientation flights in the Midwest. Post-war assignments included All-Weather Fighter Interceptor School, 25th Air Division at McChord AFB (inspector general), and the 45th Air Division. Retired to Portland, Oregon.

Compiled this class history over several years in the early 1980s, spending "six months out of his year in flying overhead and questioning" as he corresponded with every surviving classmate he could locate. The volume was accepted by the USAF Museum on June 29, 1983.

Schulze, Herbert O.
Lt. Colonel, USAF retired

Memoir written as a personal letter beginning "Dear Col. Herbert O. Schulze, USAF-Ret." His entry at Randolph Field was memorable: hearing that his father had "sold the second story window to get him out of the window" — meaning arranged his cadet appointment. Graduated Kelly Field, reported to 3rd Observation Squadron, then to the BTS at Albuquerque, New Mexico. Commanded the 9th Bombardment Group and later Director of Flying, Director of Training, and various instructor assignments including All-Weather Fighter Interceptor School at Tyndall AFB. Assignments included Athens, Greece (JUSMAG), and Staff/73 positions in Colorado. Retired to Portland area.

Sheldon, Benjamin M.
Lt. Colonel, USAF retired

Born Watertown, South Dakota, June 13, 1915. St. Olaf College, Northfield, MN (BA Chemistry, 1938). Enlisted at Fort Snelling, MN; arrived Randolph February 28, 1939. First posted to Maxwell Field, assigned to the 23rd Composite Group with its First Pursuit Squadron. Group moved to Orlando FL (April 1940) then became instrumental in developing both Orlando airport and Eglin Field. December 7, 1941 found Sheldon at Maxwell Field.

Subsequent career: Navigation School, B-17 Combat Crew School, Hendricks Field (Sebring); joined the 494th Bomb Group of B-24s; combat missions from Angaur Island in the Philippines; 41 missions total, moved to Yontan Airfield, Okinawa; post-war at Materials Laboratory, Wright Field (studying liberated German scientific equipment and then at AFIT for industrial engineering degree). JUSMAG Greece (Military Air Operations Advisor, Royal Hellenic Air Force); observed RHAF combat units flying Spitfires against Communist forces from bases in Northern Greece; decorated with Royal Order of George I and Order of Taj (Iran). Supply Directorate at Hill Field, Ogden, Utah. Met future wife at Hill Field — she was secretary to the Director of Supply.

Sherwood, Fred Herren
USAF retired (1951) — Fullerton, California

Born Los Angeles, California, April 20, 1912. Attracted to aviation at age 5 when a barnstormer landed in a field behind his house. Walked 5 miles every Saturday to the Glendale Air Terminal to watch aircraft. Began lessons at age 16, soloed at 3½ hours, logged 40 hours before discovering the Army would pay him to fly. Joined the Navy Reserve at Long Beach before being selected for Class 39D. First Air Corps station: 4th Transport Squadron, Sacramento Air Depot — "the best flight training I could have received, as this squadron had some of the oldest active pilots in the Air Corps. Some of them graduated as far back as 1912."

On December 7, 1941: "I carried the Commanding General to Anchorage, Alaska, to take over that command." Followed by supply runs between Edmonton and Fairbanks in temperatures of minus 40–60°F over unmapped mountain territory with no radio aids. Transferred to the 60th Troop Carrier Group, Operations Officer of the 28th Squadron; deployed to England via Labrador/Greenland/Iceland (May 1942). Became C.O. of the 10th Squadron; developed new tactic of flying at treetop level in group formation.

Led his squadron as part of the November 8, 1942 North Africa invasion: flew blacked-out aircraft in close formation at 200-foot altitude, 10 feet of separation, under 500-foot overcast over the Bay of Biscay to avoid German radar; pulled up through overcast to 12,000 feet over northern Spain, aircraft separated in cloud; circled a lighthouse near the Moroccan coast; landed on a dry lake west of Oran. March 1943, named C.O. of the 60th Troop Carrier Group. Continued low-level supply runs to Tunisia within 18 miles of German fighter fields; aircraft were mud-camouflaged. March 1943, promoted Lt. Colonel.

July 9, 1943: Led three groups towing British gliders on the invasion of Sicily — first Allied planes to attack Sicily. General Carl Spaatz flew down personally to pin the DFC on him; also received British ACC Medal for carrying British Airborne troops. Collapsed from exhaustion; returned to US; recommended closure of Brownsville Air Base (done). Air Attaché to US Embassies in Central America, Panama, and British Honduras (1947). C.O. three Boat Squadrons, Eglin Field. Retired 1951. Resided Fullerton, CA; member Order of Daedalians, American Legion, Air Force Association, Elks Lodge.

Awards: Distinguished Flying Cross; Air Medal with Five Oak Leaf Clusters; Air Force Commendation Medal; American Defense Service Medal; American Campaign Medal; European-African-Middle Eastern Campaign Medal; Asiatic-Pacific Campaign Medal with 7 Service Stars; WWII Victory Medal; National Defense Service Medal; Air Force Longevity Service Ribbon with 4 Oak Leaf Clusters; Philippine Liberation Medal; Philippine Independence Ribbon; Philippine Republic Presidential Unit Citation Badge; Royal Order of George I, Greece; Medal of the Crown, Order of Taj, Iran; China Theater War Memorial Medal. Campaigns (494th Bomb Gp.): Air Offensive Japan; Eastern Mandates; Western Pacific; Southern Philippines; Luzon; Ryukyu Islands; China Offensive.

Smart, Oliver Reed
USAF retired — Fullerton, California; later Autonetics/North American Rockwell

Born February 11, 1915. Military career began with the CO Army Air Corps (1935) and Maxwell Field (1935–38). First assignment after Kelly Field: Maxwell Field, 23rd Composite Group (test and demonstration pilot), Orlando FL, Eglin Field. December 1942, European Theater, then to China-Burma-India via C-54 flying over South America. Among the "famous people that I met as a result of my work": (a) MacArthur and his staff in the Philippines, June 1944; (b) Madame Chiang, Cairo; (c) King Faruk in Cairo; (d) Joe Louis in Cairo (waiter at Shepheard Hotel confirmed "he knew who the king was in those parts"); (e) General George Patton; (f) General Doolittle; (g) General Anderson "Tiger Wang" (Chinese Air Force); (h) Prince Bernhard of the Netherlands (who later married Barbara Hutton — though Smart notes he later learned she had already married someone else).

Post-war career: B-24 squadron commander; 41 combat missions, 7th Air Force, 494th Bomb Group. Designed torpedo bombsight for B-25 enabling 75mm cannon to fire one round every 500 feet of closing range with 95% accuracy at 6,000 feet. First pilot to fly the Bell P-59 (first US jet). Thunderbird Team V/Commander under M/Gen Hood (1954 goodwill tour, 12 countries, Central/South America). Vietnam (1965): traveled by aircraft, car, and jeep through central mountains, became a "blood brother" of the Montagnards. Converted the Aeromed Wing from C-131/C-118 to present hospital aircraft ("Nightingale" — his chief nurse's idea for the name). Retired from Scott AFB as Wing Commander of the Aeromed Wing under MAC, 1964–1966. Then Autonetics Division of North American Rockwell (Minuteman III program, 1966–1970). Retired again May 1970. Order of Daedalians, American Legion, Air Force Association, Elks Lodge of Fullerton.

Stetson, Jeff
Retired — American Airlines (35 years)

Contributed his memoir as a long letter addressed to "Mike" — a fellow classmate who apparently had a parallel career in the airlines. The letter alternates between Air Traffic Control radio calls (recounting an AA approach into LAX as a framing device) and biographical narrative.

After Kelly Field, Stetson returned to American Airlines in August 1940 before being recalled in July 1943. He flew the C-54 and ultimately became "the first instructor qualified on the B-747" for American Airlines and director of all C-54 OTU training at Grenier Field, NH. His 35 years at AA included bases at Boston, Chicago, Los Angeles; aircraft: DC-3, DC-4, CV-240, DC-6, DC-7, Lockheed Electra, CV-990s, B-707s, B-747s. He was a Chief Pilot and then Director of the NAD for the last eight years. "25,000 hours total time is low due to so much instruction, not to mention several thousand hours in the latest environment of simulation."

"The United States Army Air Corps at Randolph and Kelly was the equivalent of a PhD in Aviation with the thesis on military flying. The disciplines and skills were imbued for a lifetime. May all of our Class of 39D have a flash of REMEMBRANCE of peace and war and friends each time we watch the cold beauty of the frozen ice contrails etch the limitless blue sky."

Stidd, Elbert R. Jr.
Lt. Colonel, USAF retired — Fort Worth–Dallas area

Graduated November 29, 1939 (one day after the class ceremony). First assignment Maxwell Field. "I graduated from Pan American College (then Edinburg Junior College) in Edinburg, Texas, in 1935." Enlisted in the Citadel before re-enlisting for the Army Air Corps cadet program. Korea assignment (Pueblo incident period). Strategic Air Command; Carswell AFB. Retired October 31, 1963 after nearly 25 years. Post-retirement: Texas Employment Dept. (helping migrant workers learn industrial trades), then taught Nuclear Weapons for SAC at Carswell for 7 years. Fort Worth–Dallas area.

Sutton, Wilbert J.
Lt. Colonel — Eastern Air Lines (retired)

Born Dover, New Jersey, 1913. Newark State Teachers College; taught industrial arts 5 years; learned to fly on J-3 Cubs and Aeronca C-3s. Graduated Kelly Field, assigned to Middletown Air Depot with 15 classmates. Left active duty July 1940 for Eastern Air Lines, New York. Recalled to active duty July 1943: West Palm Beach → 1st Operational Training Unit, St. Joseph MO (instrument and long-range ferry instructor on B-25, C-46, C-47, C-49, AT-17s). CBI at Jorhat, India — flew a C-54A on the Hump to test the aircraft in that role. Returned to EAL 1945; flew DC-3, DC-4, DC-7, Lockheed Constellations, Lockheed Electra, Boeing 720s as Captain. Retired at age 60, January 1973. Eventually reached the military rank of Lt. Col. in reserve status. Resided at same address (Dover area) throughout retirement.

Turner, Paul Jr.
Retired — Pan American World Airways; Hopkinton, New Hampshire

Born Rocky, North Carolina, December 30, 1918. Grew up in Tarboro NC. Graduated Tarboro High School 1935. The Citadel (Charleston SC), July 1, 1937; one-year Army enlistment for West Point appointments; re-enlisted July 1, 1938 for three-year term. Selected for Army Air Corps Flying School, Randolph Field — originally assigned to Class 40A but changed to 39D when the course was shortened from 12 to 9 months. "Because of this, it was necessary to stay at Kelly Field an extra month as a Cadet until I became 21, the minimum age for being a Commissioned Officer."

First assignment: Maxwell Field, 3rd Photo Squadron. Photography school at Lowry Field CO. Air Corps decided aerial photography was needed in Alaska — sent the class TDY, but upon arrival Alaska TDY was cancelled; returned to Lowry, then Maxwell, then MacDill Field, Tampa (January 1942). 3rd Photo Group: photographing north coast of South America for aeronautical charts update. November 1942: Peterson Field, Colorado Springs (Photo Reconnaissance training base). October 1943: Will Rogers Field, Oklahoma City. December 1943: Gainesville TX → 8th Photo Group HQ → Los Angeles → Bombay by boat → by train across India to Calcutta → assigned 9th Photo Reconnaissance Squadron, Calcutta → Burma.

Returned to US February 1945 via Africa and South America. Wright Field, Dayton (final assignment). Left service September 1945; joined Pan American World Airways, Miami. Flew DC-3s to Caribbean/South America. Navigation School 1947. Pilot-Navigator, Constellations. Upgraded to 1st Officer 1954. London Base 1950–1953: routes to Europe, South Africa, Far East (Hong Kong). DC-8 (1st Officer 1959), upgraded to Captain 1966. Flew 707 until retirement January 1, 1979; 747 from 1967–1976. Married Georgia Ann Pierce of Colorado Springs, May 20, 1943; 5 children (3 boys, 2 girls). Hopkinton, NH.

Wassche, Harry L.
Colonel, USAF retired (Dec. 1944) — San Diego, California; Ford Aerospace

One of the most extraordinary careers in the class. After Kelly Field, posted to Maxwell Field and the 23rd Composite Group. Became a test pilot; designed the first torpedo drop system for aircraft (working with Navy engineers at Quonset Point, RI to develop fins that could be strapped to a standard submarine torpedo). Designed a bombsight for the B-25 allowing the 75mm cannon to fire one round every 500 feet of closing range, hitting a ship target with 95% accuracy at 6,000 feet — built two sights for $20,000 each vs. the civilian contractor's price of $20,000 each (Wassche's used canibalized parts from different gun sights).

First pilot to fly the Bell P-59 (America's first jet aircraft). Flew a C-54 from Rio de Janeiro to Panama via Manaus, Brazil — first time an aircraft had flown across the heart of the Brazilian jungle. Organized and flew as V/Commander of the Thunderbird Team under M/Gen Hood for the 1954 goodwill tour of 12 countries in Central and South America; designated Honorary Pilot in the Air Forces of all 12 nations. Vietnam (1965): traveled by jeep through the central mountains of Vietnam, became a "blood-brother" of the Montagnards. Converted the Aeromed Wing from C-131 and C-118 to present configuration, naming the aircraft "Nightingale" (his chief nurse's idea).

Promoted Colonel December 1944. Wing Commander of the Aeromed Wing under MAC, Scott AFB (1964–1966). Retired. Autonetics Division of North American Rockwell (Minuteman III, until May 1970). Memberships: Order of Daedalians, American Legion, Air Force Association, Elks Lodge of Fullerton.

Aircraft checked out as first pilot (partial list): Trainers (PT-3, PT-13, PT-17, BT-2, BT-9, BC-1A, AT-6, AT-11, AT-23); Cargo (C-36, C-40, C-45, C-46, C-47, C-54, C-64, C-97, C-118, C-131); Attack (A-12, A-18, A-20, A-24, A-26, A-31, A-35, A-36); Fighters (P-12, P-26, P-36, P-37, P-38, P-39, P-40, P-47, P-51, P-61, P-63, P-70, P-75); Bombers (B-10, B-12, O-17, B-18, C-20, B-23, B-24, B-25, B-26, B-28, B-29, B-30, B-34, B-40, B-41); Jets (P-59, P-80, T-33, T-39, F-100, F-102, F-106, C-9); Amphibians (OA-9, OA-10, OA-14); Helicopters (YR-4, H-19); Foreign (Zero, JU-88, Spitfire, Mosquito, Wellington, Lancaster).

Willingham, Willis W.
Lt. Colonel, USAF retired — Ford Aerospace/Aeronutronic Division

Graduated from Pan American College (then Edinburg Junior College), Edinburg, Texas. Upon graduation from Kelly Field, posted to the 23rd Composite Group, Maxwell Field. Assigned to the Canal Zone — the 37th Fighter Squadron ✦ — flying P-36s in the patrol mission. Notes the "endless blue of Texas skies in P-12's" during advanced training at Kelly. Returned to Maxwell, then to New Jersey (177th Fighter Group). December 1942, European Theater with the 8th Air Support Command; served with 9th Air Force and SHAEF HQ. During three years in the European Theater: briefed "Ike" (General Eisenhower) every third day on Air Corps plans and results.

Post-war: Procurement and Production Division, Air Materiel Command (engines, armaments, communications, accessories). Four years at Wright-Patterson AFB; Pentagon — "being in the right place at the right time" — justified the entire Air Force budget for "things" when President Eisenhower did not appoint an undersecretary in time. Air War College. Two years in Alaska. Wright-Patterson again as Director of Aircraft and Missiles / Ballistic Missiles. Atlas ICBM: sent to Los Angeles as Program Director. On time, on budget, and success in the first manned space program (Mercury) earned a Legion of Merit and promotion to Brigadier General. Western Contract Management Region. F-111 (TFX) Program Director. At age 52, checked out in the F-111 (#3), then the world's second-fastest aircraft. Briefed Secretary of Defense every two weeks on TFX progress. Distinguished Service Medal and another star. Retired Andrews AFB July 1969; San Diego CA.

Zoeckler, John L.
Major General, USAF retired — San Diego, California; TRW Space Systems

Davenport, Iowa. University of Iowa ROTC; commissioned 2nd Lt. Army Reserve on his 21st birthday, 1936. Applied for Army Air Corps cadet training and graduated with Class 39D. Assigned to the 23rd Composite Group at Maxwell Field; served at Orlando FL and Eglin Field as test and demonstration pilot until December 1942 when sent to the European Theater. Operations officer, 8th Air Support Command; served with 9th Air Force and SHAEF HQ during all three years in the European Theater. Had only 4 combat missions, then learned of the invasion plans and was grounded — too much operational knowledge to risk being shot down. Had the opportunity to brief "Ike" (Eisenhower) every third day on Air Corps plans.

Upon return in 1946: Procurement and Production Division, Air Materiel Command — responsible for all engines, armaments, communications equipment and accessories both in development and production. Four years at Wright-Patterson; Pentagon; promoted to Colonel and opportunity to justify the entire Air Force budget for "things" when Eisenhower did not appoint an undersecretary in time. Air War College. Two years in Alaska. Back to Wright-Patterson as Director of Aircraft and Missiles; then to Los Angeles as Program Director for Atlas ICBM — first intercontinental missile. On time, on budget, and success in the Mercury program earned a second Legion of Merit and promotion to Brigadier General. Western Contract Management Region. F-111 (TFX) Program Director. At 52, checked out in the F-111 (#3), then the world's second fastest aircraft. Distinguished Service Medal and additional star. Retired Andrews AFB July 1969; moved to Redondo Beach CA then San Diego. Worked two years at TRW Space Systems Division.

Epilogue

Written by Lt. Col. Henry R. Poplawski — from the 1983 volume

"Before I started this project, our Class 39D had several questions on my mind, such as: Why do it? What was my motivation? Even now I am not sure I have answered them very well. I have been contacted by several of our classmates in writing their accompanying letters to their career summaries, were very kind to say that they thought the project was worth while and they were glad that I was doing it. With a little encouragement, I am able to accept the small disappointments from our non-writers."

Poplawski researched the Library as Air Force Museum for materials; he had looked deeply into his own family history and that of his parents — immigrant forebears who "flooded these shores at the turn of the century," as he writes. He began to wonder who was left of his class, what had become of them, and whether their stories would be lost.

In the Epilogue he describes driving with John Larkin (a classmate) in a 1939 Dodge Jeep from Nashville to Bolling Field, Washington, DC. He mentions encountering J.S. Lyons at Olmsted Field (Middletown, Pennsylvania), near Three Mile Island. He notes a dinner invitation missed with "Hatterson" in San Antonio. He closes with a reflection on one classmate who "was considered a very good pilot but did not survive the peace" — Homer D. Reiman, whom Poplawski does not elaborate on but remembers with evident sadness.

"As of now 34 classmates would not accept the final challenge; procrastination progressed too far into near rigor mortis, I wasn't able to reach them. I had to close the book and accept a partial measure of completeness in writing the history of class 1939D.

"In retrospect I am pleased with the many letters that I received in the course of this project. They seemed to arrive at the right time to pick up my sagging spirit, to continue the work. To all of the classmates who were kind enough to write to me because they wanted to, I am very grateful. To the others who did so after (I hope) my gentle prodding, I am also grateful. To all the others who did not write and most probably will not see this end result, I am sorry we could not reach out and touch each other. Perhaps we waited a little bit too long to build a bridge of remembrance to span the lapse of time."

— Henry R. Poplawski, Epilogue, Class 39D History, 1983

From the Volume — Poems

Two poems appear in the volume — author not attributed, but believed to be Poplawski.

Night Flight
In memories mind of night chilled skies Thunderous clouds flow ominously by Metal wings shudder in fear Ringed by flashes of threatening spears. Hurling shafts of lightening hues Piercing clouds of midnight blues Bursting arcs in whirlpools tight Fleeing rainbows in frenzied flight. Crazyly danced on tops of clouds A string of diamonds flashing out loud Exploding sharps on points of dew Cascading rain in a witches brew. Ever so near the crashing drums Renders whispers to a silent hum Deep throat rumble and windward boom Shatters the noise and shakes the gloom. Drenched in rain of splashing crowns Wrapped in cloaks of ghostly clowns Frenzied dervish leaping on high Captured in firelight brazenly shy. Enveloping waves of color, stark white Complete abandonment in develish flight In center stage a bottomless hole Draws the eye to tolerance threshold. A sudden calm and gentle air Freeze the dancers to motionless fare Swift skipping clouds fleeing the past The night chilled skies refreshingly cast. One by one pin point stars Pierce the sky in timeless charge Challenging natures tempestous ways Heralds the suns advancing display. Shining glow of scarlet hues Shafts of sunlight bolt in view Out of the darkness and into daylight The morning sky welcomes our flight.
Chasing Rainbows
I would not change my flying days for any pot of gold, For I was one of the restless, I was one of the bold. My advise to those who follow, the best is yet to come, A pity I know it seems to me, I have yet to overcome. We reached for stars, we led the way while you will fly among them. In our hearts we'll be with you in silent requiem. We have flown in faltering flight a pioneer finding course, We point you to the distant stars your ever guiding force. It's up to you to push the limit as we did in our turn, To boundless distant horizons, we have so much you could learn. We flew with giants in our midst and soared with eagles high, To touch the face of God, a gentle passing by. Take your wings of fiery flight and know no earthly bounds, The whispers of the hemispheres will echo silent sounds. Keep your eyes on distant stars many light-years away, As we kept ours earthward bound, with billowing clouds in-play. Take your prize you'll pay the price, pilots young and bold, We've made our final landing in stories often told. We leave you in the hands of Faith, whatever Faith allows, Keep her well in hand my friend, she's fickle to her vows. Have Hope in your future, share with Charity for she knows, The best is yet to come, chasing golden rainbows.
The volume closes with a reproduction of the "Regulations for Operation of Aircraft — Commencing January 1920" — a historical document (or humorous period pastiche) with 25 rules including: "No two cadets should ever ride together in the same machine" and "Never take a machine into the air unless you are satisfied it will fly." And a final photographic montage captioned: "1933–34, Chicago Exposition — Aircraft: P-6, P-12, B-3, B-6."

Source & Access

This transcription is drawn from a two-part bound volume compiled by Lt. Col. Henry R. Poplawski and gifted to the United States Air Force Museum (now the National Museum of the United States Air Force), Wright-Patterson Air Force Base, Dayton, Ohio, on June 29, 1983. The gift was accepted by Col. Richard E. Uppstrom, Director of the USAF Museum, on behalf of the Air Force.

The original volume may be available through the museum's research division. For research inquiries: National Museum of the United States Air Force, Wright-Patterson AFB, OH 45433.

This archive transcription was prepared by Sam Burns (grandson of Maj. Gen. Robert W. Burns) in 2026, for the RWB Archive project. The full PDF of the volume is provided for download above as a public-access research resource.

For flight records, combat mission records, and additional biographical materials relating to Maj. Gen. Burns, see the main archive and the Flying School and Canal Zone & Guatemala phase pages.