Cambodia Air Adventure

Cambodia Air Adventure
Cambodia Air Adventure


 By Billy Walker      

 Air America – Ponchetong Air Base, Cambodia

Here is a story from our 1971-72 SE Asia War Games adventure that might be of interest. This story didn’t have an ending until 2001!

HH Red Dawson hired me to fly for Air America in 1967. However, I ended up with the old Frontier Airlines instead. Then, in 1971 there was an opportunity to take a leave of my senses, and I ended up in Phnom Penh, Cambodia flying CV-440’s for Tri 9. This was on a year’s leave of absence from Frontier. Cheryl and I were newly married and she thought it might be an interesting adventure for us both. She was right!

Cheryl was a flight attendant with Frontier, and I was a co-pilot on the Convair 580 based out of SLC, Utah. In December of 1971 Frontier was cutting back and I was going to be displaced from the right seat on the Convair to the idiot seat on the Boeing 737. Then I saw a notice from the VP of Ops, Ed O’Neil, stating that there were Convair captain slots available in S.E. Asia. This piqued my interest, so I called the number on the notice. The phone call was to a private home in Mena, Arkansas. The lady who answered didn’t seem to know anything about it, but would give her husband my name and number.


My flight arrived back in SLC and I told Cheryl of my phone call. We both thought nothing would materialized and went to bed thinking of the hassles ahead commuting from SLC to Dallas/Ft. Worth where I was displaced to. Around 3 AM the phone woke us. It was Air-America manager, Jim Zeigler, and Cliff Neville calling from Phnom Penh, Cambodia wondering how soon I could get there. Of course I asked the terms of the agreement and hung up wondering how Cheryl and I would put together obtaining two leaves of absence, passports, First Class physical, ATP written, training and ATP certification along with a Convair 440 (C-131) type rating, selling the car, storing the furniture, and saying good bye’s to friends and family. Back then, I was a co-pilot with only an FAA Commercial ticket and a type rating in the DC- B-26. So, Cheryl and I would have to really put the hustle on to put this all together. I know now that there is no way that we could have planned this out and have it come together like it did.

The next morning, I called our Sr. VP of Operations, Ed O’Neil. Ed was in a meeting, but called me back a few minutes later. I explained that I had responded to his posting and was offered a flying job as a captain in SE Asia. After a short conversation, he told me that a leave of absence would be no problem and that Frontier would give me the ATP along with typing me in the Convair. Interestingly, the Convair I was flying was the CV-580, a turboprop conversion from the piston Convair I needed the type in. For once I kept quiet thinking a CV-580 rating would be a good thing and that I could get the piston rating next.

darley_john_185_186-thumb John Darley

United Airlines esteemed ground instructor operated a quickie weekend ground school in Denver where I took the ATP written. Then I got a simulator session and airplane flight check in the CV-580. When the FAA inspector filled out the new certificate mine was the first one since the FAA changed the type rating description. Mine read CV-340A/440A. It was supposed to read CV A340/A440. The “A” stood for Allison, the engines powering “The Mountain Master.” I found this out later when the error was corrected via a subsequent type rating.

When I saw how my certificate read, I figured the folks in Cambodia wouldn’t notice. Perhaps the worst thing for us would be a trip to a part of the world we hadn’t seen. Later, when I checked in with operations, no one asked why my rating looked different from the CV-240/340/440 which was shown on the other captain and chief pilot’s certificates. I was made legal too, as the DCA in Phnom Penh issued me a Cambodian ATP with all the proper ratings and authorizations. I was able to pass the flight check as I was familiar with the engines which are nearly the same as those on the B-26 I flew. Also, I brought along Captain Jack Schade’s Frontier CV-340 manual, which I reviewed on the flight over. Looking back, the most amazing thing was that all that needed doing was accomplished with us reporting in Phnom Penh just 22 days following that 3 AM phone call!

The living in Phnom Penh was a far cry from my expectations of a war zone. The flying was great as the aircraft had enough performance to get us up out of the ground fire outside the airport perimeters. The CV-440’s were just off the line at Finnair and were immaculate. We flew regular passengers within Cambodia. Flights originated in Phnom Penh at Pochentong International Airport and went either to Battambang to the NW on the Thai border, or to Kompongsom (Sihanoukville) to the SW on the Gulf of Siam. Later we had flights to Bangkok and to Siem Reap when we would take Khmer soldiers into the fighting near the Temples of Angkor Wat.

Angkor Wat


Early in 1972 things were pretty quiet in Phnom Penh and we were feeling reasonably secure when a vicious attack by the NVA commandos and Khmer Rouge began around 2 AM on March 22nd, which lasted nearly two hours. There were some 80 Russian 122mm rockets, 40 mm rockets, mortars and other munitions landing around the city. More than 30 landed around the airport. This first attack killed 75 wounding 112 civilians. One of our Convairs suffered a couple of shrapnel punctures that night. This would be the first of many attacks.

Our US Army friends arrived at our villa to evacuate us to the US military compound. The US government was reporting there were no US military in Cambodia. Happily, this report was very inaccurate. Another report with questionable veracity was when the Russian Ambassador in Phnom Penh made the statement that Russia was NOT supplying arms to the communist forces in Cambodia.

I will never forget the trip in the jeep away from our villa in Toulecourt, a suburb of Phnom Penh. It was a dark night with lots of flares, incoming and outgoing artillery, and small arms going off all around us. As we rounded a corner, two young men dressed in black pajamas carrying AK-47’s jumped up from a grass covered ditch and pointed their weapons at us. At this point, I was getting way behind on my worrying! I was sure these were NVA commandos or Khmer Rouge. However, it turned out they were members of the Home Guard. Once they, and we, determined who was who, we were allowed to complete our journey to the US compound near the Cambodian “Pentagon.” We took shelter with the Military Delivery Team the rest of the night. This was the first of many rocket attacks. A day or so later we determined where a foul smell was coming from. On the gate posts along our street, there were several heads which were becoming ripe and attracting flies. These had belonged to some of the NVA commando’s who attacked the nearby radio station killing several including the Khmer colonel, his French wife, their two children along with an unborn baby. The evidence indicated they made the colonel watch while atrocities were administered to his family before killing him too. Apparently, there is a belief over there that if you kill an enemy, and separate his head from his body, his spirit is forever haunted and cannot find Heaven. Hence, the gate post ornaments!

US Air Force Lt. Col. Mark Berent was the Air Attaché in Cambodia. We became acquainted and went out socially a few times. He ended up saving my fanny a couple of times too. Once, he hot footed it out to Pochentong Airbase.  This occurred just prior to our leaving on a mission to Battambang, telling me we needed to re-plan our route. This is when we learned about Operation Arc Light when the B-52’s began carpet bombing again. Another time was after I arrived at Pochentong after dropping off some troops at Siem Reap. When we took off we flew low over Tonle Sap a large inland body of water just SW of the Siem Reap airfield. We left the flaps down some to produce some extra wake and blew over a couple of sampans with several fishermen for fun. Mark told me it would probably not be a good idea to try that again as this was how the Khmer Rouge and NVA commandos fed themselves. Along with their fishing nets, they carried AK-47’s and would likely be on the lookout for us next time. There were rumors that Tonle Sap was the residence of some crocodiles. I prefer to stay away from things such as that.

unknown                                           Berent, a three-tour veteran of the S E Asia War

Mark Berent was the leader of the Fast FAC’s flying the ubiquitous F-4 “Phantom.” He was “Papa Wolf” and this moniker followed him from Vietnam to Cambodia where he ran the air war (unusual for the Lt. Col. performing the function of a two or three-star general.   Berent led from the front often accompanying Khmer troops into the jungle on nefarious missions.   He would years later be inducted into the Arizona Aviation Hall of Fame.

unknown-1                                                                          Wolf Pack One

This brings me to the point of my sending you this story. One day I walked over to the side of the taxiway to get rid of my morning coffee. As I mentioned earlier, the Russian’s had claimed they were not providing arms. Right there, sticking out of the sand was a spent Russian 122 rocket. I could plainly see the “CCCP” on the side along with other identification stenciling. Apparently, when it hit the sand, it did not blow up and ended up with, what once was, the pointy end sticking up and the rocket motor end down in the sand. I hesitated touching the thing not knowing whether or not it was still dangerous. So, I had one of the Army folks who knew munitions, Sgt. Percy Burns, look at the rocket. After Percy said it was safe to do so, we pulled it out of the sand and had our photo taken with it. I presented it to the Air Attaché, Col. Berent. He gave it to Marshall Lon Nol, the Cambodia premier. As I remember the story, at a state dinner with the various nation’s ambassadors, Marshall Lon Nol had the 122 rocket on the Russian ambassador’s plate prior to asking him to leave Cambodia. I lost track of Col. Berent after the war.

russian_122_rocket_2_copyCaptain Billy with MSGT Percy Burns – Pochentong Airbase Cambodia 1972

Moving ahead nearly 30 years, I was with my Nieuport 17 squadron “Lafayette Escadrille d’ Arizona.”  We had been invited to Luke AFB for an air show there. The 306th Fighter Group hosted us and after we put the airplanes in the hangar, we went to the Officers Club for a cold one. I was standing with the Nieuport 3 pilot, Col. Roger Parrish. Roger is the only two-time leader of the USAF Thunderbirds and, later, was the Director of Training at America West Airlines after his Air Force career and a stint with Learjet. Our squadron does volunteer missing man fly-overs for Veterans Day, Memorial Day and special events to honor those who have made the supreme sacrifice for our country.

Roger and I noticed three other fellow’s talking near by. One, with his back to me, had a “Phuque Jane Fonda” patch on his flight suit. I mentioned to Roger that we need those for our flight suits and went over to inquire where this fellow got his. As I got close, I recognized the voice. It was Mark Berent. He hadn’t changed much over the years, but I had. I was 20 pounds heavier, what little hair left is grey, and I now sport a grey beard. So, I stuck my hand out and said “I haven’t shaken hands with you since Phnom Penh in 1972!” Berent replied “…who the heck are you?” It didn’t take him long to put things together and we were fast renewing an old friendship. Berent had since authored a series of books on the SE Asia Air War. At one point he ran the air war in Cambodia. His five books are required reading at the USAFA and War College. If you like Tom Clancy’s writing, in all likelihood you will love Mark Berent’s books. They are factual accounts based on real events with fictional characters and cover the different operations like “Linebacker” and “Steel Tiger.” You won’t be able to put them down. I am not getting a commission selling his books, but if you are interested his web site is:

I see Mark on occasion as he lives near by. When I flew my farewell flight as an airline captain, Mark and his lovely companion, Arlene Goode, honored me by coming along. Just a few nights ago Cheryl and I met Mark Arlene for dinner. Afterwards, as we went out to jump in our cars, Mark said “I have a present for you.” He reached in the back of his SUV and handed me an old relic, a spent 122 mm rocket he had kept for nearly 30 years! It still has the “CCCP” stenciled on the side. Apparently, Mark recovered it after the infamous state affair. I am not sure where I will put it, but with a story behind it such as it this, I will find a suitable fighter pilots pub or museum to house it, and I will spend the next 30 years embellishing the story. For sure looking at it will dredge up old memories of old friends and old airplanes of times past. As Paul Harvey would say: “…and now you know the rest of the story.”

NOTE:  The 122 mm rocket ended up in a near-perfect place. The Arizona Military Museum operated by Col. Joe Abodeely, USA, Ret., has a nice Air-America display and the rocket is on display in a very nice setting.

Mark in “Rolling Thunder” his T-6 “Texan”

markMark with his books on the SE Asia War Games (Vietnam)


In the above photo, Cheryl is two rows back on my last flight as a line captain with JetBlue. Next to the window is Jeremie Vaught our adopted son. Our son, Preston, was riding with me on the flight deck.

Sadly, Arlene passed away June 3rd, 2018.  She was a grand lady missed by all who had the great gift of having known her.

Above:  Mark & Arlene with ‘Rolling Thunder’ Oshkosh 1999.


Roger, Mark and I have the distinct pleasure of belonging to a small group of individual signaled out for their involvement in aviation:


1 Comment

Leave a Reply

Your email address will not be published. Required fields are marked *