First light, June 6, 1944. The distant coast of Normandy seems strangely tranquil as it rises above the Bay of the Seine. Odd for a place where so many will die in one of the most decisive battles of World War II.

"It was serene, pretty and green," remembers Waverly B. Woodson Jr., then a 21-year-old staff sergeant in the US 1st Infantry Division.

It drizzles that night as the landing craft carrying Sergeant Woodson crosses the choppy English Channel and heads for a beach that would come to be known as "Bloody Omaha" to men like those of the Maryland-Virginia 29th Infantry Division who met the enemy there.

The Tuesday morning dawn raises the curtain on an extraordinary military spectacle. More than 5,000 vessels carrying 175,000 men -- the largest armada ever assembled -- stretches beyond the western horizon as it moves resolutely toward the 59-mile length of the Normandy coast.

More than a year in the planning, D-Day for Operation Overlord -- the massive air and sea assault against Hitler's Fortress Europe -- is under way.

Sergeant Woodson's reverie is shattered by bursts of gunfire from unseen concrete bunkers atop the Omaha cliffs. Several rounds of German 88 mm artillery smack into the landing craft. Men are killed. The wounded cry out.

"That beauty didn't last long when the Germans starting messing with us," he says. "They were shelling the devil out of us. At the same time, we went over two submerged mines. The whole thing jumped up out of the water."

The heavy barge shudders and its engines, damaged by the mines, suddenly quit. Sergeant Woodson crouches on the deck beside a truck packed with medical supplies as a shell explodes on the other side. "That thing went ba-lang. Then another one came and another one came and another one came."

Sergeant Woodson feels a sharp pain near his groin and reaches into his pants. His hand comes out covered with blood.

Five miles to the east, a group of smaller landing barges noses close to the shoreline. Inside one, Army Sgt. Carl L. "Kie" Tyler shouts to the men in his platoon to get ready to move.

Unlike most of the GIs headed for Normandy, Sergeant Tyler has seen battle. He was with the Anglo-American forces that landed in North Africa in 1942. He and other seasoned soldiers are

mixed in with green Overlord troops to help leaven the impact of their first experience under enemy fire.

The landing craft slides onto a shoal a hundred yards off the shore. Slugs from German machine guns play a deadly tattoo against the sides of the boat. The heavy bow ramp drops. "Go!" orders Sergeant Tyler.

"When I hollered go, they went with me," says Mr. Tyler, an Eastern Shoreman, now 76. "When we went off that damn ramp, the guy in charge of the boat backed off. There he went. You had no feeling. You had to go forward. You couldn't go back. It weren't nobody taking you back."

Under fire, Sergeant Tyler and his men scramble across the shallow reef. The chilly water suddenly gets deeper. Some of the men are dragged under by the sheer weight of their carrying packs and heavy equipment.

"We got rid of our ammunition so we could swim," says Mr. Tyler. "I had eight bandoliers on me besides the hand grenades. I got rid of those but some of them boys never come to the top."

Sergeant Tyler slogs his way onto the beach and crawls across the sand to the protection of a low sea wall. He looks back and sees men falling as a firestorm of bullets and shrapnel roil the water and kick up the sand. A quick head count of the men around him reflects what a killing ground Omaha Beach will be that day. Of the 48 men who had jumped off the landing craft with, only 16 have made it to the sea wall.

Out of range of the shore batteries, Pfc. Samuel R. Krauss climbs over the railing of the troopship that brought him and 1,000 other men across the channel. He clambers down the net into a waiting landing craft.

At age 27, Private Krauss is older than many of the men in the 29th Infantry Division's 116th Regiment. Drafted in late 1941, the Baltimore native could have stayed out of the military because his job as a welder at Bethlehem Steel was considered vital to the defense industry. But he willingly put on a uniform.

"I saw so many accidents at the plant I thought I'd be safer in the Army," says Mr. Krauss.

With the landing craft jammed with men, the Coast Guardsman at the helm starts for the shore. No one says a word. They know what's waiting.

"We knew there was firing on the beach," says Mr. Krauss. "There was a helluva racket. Of course, as we got closer, we could see what was going on. By then, we seen a lot of bodies floating around in the water."

Wood and concrete obstacles -- many of them capped with explosives -- stick out of the water menacingly between the beach and the invasion barges. A nearby landing craft bumps into a mine. "That damn thing went up and over. There were bodies everywhere," Mr. Krauss recalls.

Determined to get his men close to the shore, a lieutenant on Private Krauss' boat threatens the sailor at the helm not to stop too far out or "there'd be one more dead guy."

The Coast Guardsman heeds the warning and brings the craft in as far it will go. Still, when the ramp drops and the men spill forward, they have to struggle to get through the water.

Sheer luck seems to determine whether men even make it to the beach. Private Krauss runs down the right side of the ramp to get into the water. Another man with a heavy radio strapped to his back takes the left side. "I never did see that guy again. He went down into a hole, I guess."

German gunners pour fire from one end of the beach to the other, enveloping the invaders, whose equipment and stiff uniforms make every movement a difficult exercise.

Private Krauss throws away his water-filled gas mask and scrambles onto the beach with seven other panting men. All around the beach lie the dead and dying of the 116th's A Company. The unit is the hardest hit not only of the 29th Infantry, but of any company during the D-Day landing. A half an hour after they hit Omaha, about 95 percent of the company's 197 men are either killed or wounded.

Smoke from a brush fire covers Private Krauss's small group as it works its way to the base of a 20-foot high embankment, out of sight of a German pillbox perched atop a nearby bluff.

Down the beach the private sees medics working on a few men crouched behind a sea wall. Behind him he sees the dead. "There were men lying on the beach. And in the water. They were bobbing up and down like cord wood."

The men huddle in their temporary shelter while demolition engineers set up a bangalore torpedoe -- an explosive attached to the end of a long pole -- to blow a passage through barbed wire. Private Krauss sees only one lieutenant in the group. No other officer has made it to the bank. He isn't sure what to do next.

"The only thing we knew was we were supposed to take the beach," he says. "The duty of a soldier was to kill Germans and take real estate."

'THEY WERE SCARED AS HELL'

Sgt. Waverly Woodson is waiting to get onto the beach from the crippled landing craft where most of his companions already are dead.

The rising bay lifts the barge closer to shore. GIs lie crumpled on the gangway. Others are slumped lifelessly over a Jeep windshield. Of the 50 men on the barge, only 15 get off alive.

Sergeant Woodson has slapped a bandage over the shrapnel wound to his inner right thigh. "I thought it hit the wrong place," he says. "Close. Mighty close."

Then, grabbing his medical bag, he steps into the water.

A Sherman tank with three men inside clanks down the ramp a few feet onto the beach. "That's when an 88 hit it," says Mr. Woodson. "Blew that turret apart."

Sergeant Woodson reaches a group of wet and frightened men at the base of a rocky cliff. Trained as a medic with the all-black 320th Barrage Balloon Battalion -- the only blacks to land on D-Day -- Sergeant Woodson begins treating the wounded soldiers.

"Everybody was trying to stay out of fire," he says. "The men that got hit, we treated those. A lot of them that we treated weren't worth it. They were dying. But you got to help."

A few officers try to organize the men into a fighting unit, to storm the bluffs where the Germans are entrenched. But few of the soldiers budge.

"They were scared as hell," says Mr. Woodson. "Some of them had weapons. Some of them didn't. They were shouting. They were mad as hell. And some were praying. They were like most men -- they loved life."

Elsewhere along the coast of Normandy, American, British and Canadian troops are gaining ground against weak German defenses. But on Omaha, whose Wehrmacht defenders had been reinforced by the seasoned 352 Infantry Division, things clearly aren't going as planned.

'DIDN'T HAVE TIME TO THINK'

A pre-dawn coastal bombardment by British and American battleships has failed to destroy the guns and dislodge the Germans. Landing barges are leaving men and equipment at the wrong spots. Communications are practically non-existent. The topography doesn't favor an amphibious assault. And German resistance from the high bluffs has turned the once fashionable French beach resort into a terrible killing ground.

What had been assembled and launched as a remarkably orderly invasion force in England is collapsing into chaos on Omaha Beach.

By mid-morning, Army commanders following the action from warships several miles off Normandy order renewed Naval shelling of the German fortifications, even though it risks lives of the Americans already on the beach.

First Sgt. Edward Ringgold Elburn, a medic with the 29th's 115th Infantry Regiment, has just come onto Omaha with the second wave of troops when the naval bombardment erupts.

"The shells coming in sounded like freight trains," says Mr. Elburn, 76. Inevitably some GIs are hit. But the bombardment also knocks out key German guns and gives the Americans a chance to get off the beach and up on the bluffs.

At a seawall, Sergeant Tyler's group has grown to about 30 men. The ones who lost their M-1 rifles and ammunition in the water have picked up what they needed from the ample litter on the beach and moved along the protective barrier.

The men find a trail leading to the bluffs and start for the high ground, stopping now and then then to decipher the pattern made by German artillery rounds.

"You seen where they was hitting and you weren't long learning where to get," says Mr. Tyler. "Whenever there came a pause, we'd take off. And as soon as we'd take off, they'd have an observer who was watching us and he'd call back and they'd start shooting. But it was too late. We'd done gone through."

By the time Sergeant Elburn hits the beach, Army engineers have managed to get a bulldozer in place to clear a path in a narrow draw leading to the tiny resort village of Vierville sur Mer.

Some men following the bulldozer step on buried explosives that detonate when weight's taken off a trigger stem. GIs call them pepper pot or mustard pot mines. They're capable of blowing off a foot. The uphill path is strewn with moaning and semi-conscious soldiers.

"I remember falling and there was one right under the middle of my stomach," says Mr. Elburn. "I got up but it didn't go off. You had to get up. Stuff was going off all around you. You didn't have time to think."

Army medics don't carry weapons, so Sergeant Elburn struggles under the weight of metal leg and arm splints. Once on top of the bluffs, he treats the injuries he can, ties medical tags onto the wounded and tells those who can walk to get down to the beach where they will be taken back to hospitals in England.

A few men have decided not to wait for a German bullet. "Some of the first wounds we had were self-inflicted," says Mr. Elburn. "One of the boys said to hell with combat. Put an M-1 right to his knee and fired it and destroyed his knee so bad we had to take scissors and cut his leg off."

Not all the injuries were physical. The strain of bearing constant shelling and seeing close friends killed or maimed is too much for some GIs to bear. "We'd write PN for psycho neurosis on the tags and send them back, too," says Mr. Elburn.

PRISONERS SHOT

The Germans continue to put up a fight, but the second round of Naval shelling and the success of some GIs in reaching the bluffs is beginning to pay off.

Sergeant Tyler and his small group are off the beach and their priority is clear: Knock out the enemy artillery observers.

"You figured he was high up and you looked in the trees," says Mr. Tyler. "When we got in, there were a lot of houses. He'd be up there looking out a window and we'd drive lead into him. Now, church steeples. He'd give anything in the world to get up in a church steeple. We'd kill him if we could get a hold of him"

Small arms fire has diminished, but the beach is still the focus of German artillery when Capt. Maurice Dana Tawes, assigned to the 115th's headquarters company, reaches Omaha in the early afternoon. Confusion on the beachhead has delayed headquarters' arrival. And when the landing craft finally makes it to shore, it has to pull up 1,000 yards east of its designated sector.

The officers are not where they are supposed to be. The chain of command is breaking down.

"Everybody was off position," says Mr. Tawes, now 79. "Our job was to get back to our original plan. That caused some side slipping and took us a whole day."

As D-Day plunges on along Normandy, boat after boat unloads troops and supplies on Omaha. German artillery continues to pound the beach for the next 24 hours, but GIs control pockets of the highland by late afternoon on D-Day.

By Overlord plans, American troops at Omaha were supposed to have penetrated deep into the Normandy countryside by day's end. "That first night, we could still spit back into the English Channel," says Mr. Elburn. "That's as far as we got."

That evening orders come down to the men from their commanders to take German prisoners. The notion of capturing the enemy and keeping him alive is not popular among the GIs still enraged about the loss of their buddies.

"The first day we got on the beach, there was not a German prisoner taken," says Mr. Elburn. "There was a sniper up a tree and, out of this one company, he killed six or eight men. He run out of ammunition and hopped down from the tree and tried to surrender. This captain just took out his .45 and killed him right there."

Night falls and fighting between the armies subsides. Small groups of exhausted American soldiers collapse onto the ground. Most are unable to sleep. They light up cigarettes, chew on thick chocolate bars -- their first meal in France. They speak in anxious whispers.

"We were scared to death," says Mr. Krauss. "We thought, 'Jesus Christ, we got to go through this again tomorrow?' Most of our talk was about survival. Like, do you have enough ammunition and how's your gun? Is it working?"

Unable to calm down after the day's fighting, men look to the medics for help. "Some of the officers would get hold of a morphine Syrette or two and jab themselves and get half high," says Mr. Elburn.

Fire fights break out along the front lines, leaving the night periodically cleft with flaming muzzle bursts and tracer bullets. It's easy to tell which side is firing. GI machines guns go brrrp, brrrp, brrrp. German machine guns go brrrrrrrrrrp.

GIs wait for the Germans to launch a major night attack, but it never comes. "They weren't far enough back so they could counter-attack," remembers Mr. Tawes. "That was a blessing."

The Americans arise the next morning tired, hungry and surprised to see other casualties of the sporadic nighttime shooting, a sight that grows common during the next month as the men push through the ancient hedgerows and fields deep into Normandy.

'I ALWAYS WONDER IF HE GOT HOME'

"We seen a lot of dead cows," says Mr. Krauss. "At night, if something moved, you shot at it. You might say the passwords -- usually something to do with sports -- but a cow isn't going to say the password back to you."

Even with the passage of half a century, D-Day veterans find little in their recollections of the bloody assault on Omaha to raise a smile. But some things border on the comedic.

"One of the boys, he had this German bullet hit his helmet," says Mr. Elburn. "You carried your socks in your helmet to keep them dry. And this bullet tore up his helmet liner and went around and around inside his helmet and set them socks on fire. The bullet grazed his head, but didn't hurt him enough that you had to patch anything."

Sgt. Mabel Carney is the first member of the Women's Army Corps (WAC) to land at the Omaha Beachhead.

On June 9, 72 hours after the launch of the assauult she had watched in the planning in London, Sgt. Carney and a British Army secretary accompany a group of American generals who flew to a makeshift airfield to interview one of the first high-ranking German officers to be captured.

The two women visit hospital tents and try to make the wounded GIs comfortable. "We lit cigarettes for all the boys who wanted to smoke," she says. "They were very happy to see us, just to touch a hand. They looked up at us like we were angels."

Although the dead and wounded have been taken away, Omaha Beach is cluttered with wrecked equipment. Long lines of fresh GIs march onto the shore and up the bluffs.

A GI about 18 years old looks up and sees Sgt. Carney. Surprised, he turns to his friends and shouts: "Hey, guys, the war's over. The WACs are here."

"I always wonder if he got home safely," she says. "He was headed for the front."