By Billy Walker
Here is a story from our 1971-72 SE Asia adventure that might be of interest. This story didn’t
have an ending until this past week!
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 inter-
esting 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
perked 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 Dal-
las/Ft. Worth where I was displaced to. Around 3 AM the phone woke us. It was 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 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 re-
ally 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 to-
gether like it did.
The next morning, I called our Sr. VP of Op-
erations, Ed O’Neil. Ed was in a meeting, but
called me back a few minutes later. I ex-
plained 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 prob-
lem and that Frontier would give me the ATP
along with typing me in the Convair. Interest-
ingly, 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
THE REST OF THE STORY
good thing and that I could get the piston rating next.
There was a quickie weekend ground school in Denver where I took the ATP written. Legendary
United instructor, John Darley, successfully put hundreds thru his school. Then I got a simulator
session and airplane flight check in the CV-580. When the FAA inspector filled out the new cer-
tificate 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 er-
ror 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 cap-
tain and chief pilot’s certificates. I was made legal
too, as the DCA in Phnom Penh issued me a Cambo-
dian ATP with all the proper ratings and authoriza-
tions. I was able to pass the flight check as I was fa-
miliar with the engines which are nearly the same as
those on the B-26 I flew. Also, I brought along Cap-
tain 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 ac-
complished 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 air-
port 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 Interna-
tional 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.
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
22
nd
, which lasted nearly two hours. There were some 80 Russian 122mm rockets, 40 mm rock-
ets, 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 Convair’s 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 go-
ing 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, de-
termined 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 be-
coming ripe and attracting flies. These had belonged to some of the NVA commando’s who at-
tacked 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 be-
lief 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, prior to our leaving on a mission, 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 them-
selves. 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 pre-
fer to stay away from things such as that.
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 stick-
ing 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 Mar-
shall Lon Nol, the Cambodia premier. As I
remember the story, at a state dinner with
the various nation’s ambassadors, Mar-
shall 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.
Above: Capt. Billy Walker & USA MSgt.
Percy Burns with spent Russian 122 MM
Rocket
Moving ahead nearly 30 years, I was with
my Nieuport 17 squadron “Lafayette Es-
cadrille d’ Arizona.”
https://captainbillywalker.com/formation-
flying/formation-flying-lafayette-
escadrille-d-arizona/ We had been invited
to Luke AFB for an air show there. The
306
th
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 spe-
cial 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 “F - - -
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 re-
quired 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 fiction-
al characters and cover the differ-
ent 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: http://www.markberent.com/
Mark Berent and Arlene Goode
onboard for my last flight as an air-
line captain. September 29, 2001.
Just days following the horrific 9-11
attack on the World Trade Center.
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, the late Arlene Goode, honored me by coming along. After be-
ing re-acquainted Cheryl and I met Mark and 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.
When I first re-acquired this old 122 mm rocket I was not sure where I would put it, but with a
story behind it such as it this, I knew that I would need to find a suitable fighter pilots pub or mu-
seum to house it. I did!
That ol’ rocket is on permanent display at the only military museum in Arizona. Here’s a link:
https://dema.az.gov/army-national-guard/papago-park/arizona-military-museum
The museum’s founder and curator is Col. Joe Abodeely, a colorful character totally dedicated to
veterans especially Arizona’s Vietnam Veterans.
I will spend the next 30 years embellishing this 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.”
Below: The Arizona Military Museum, Papago Army Facility, 52nd/McDowell, Phoenix, AZ